S-4

As filed with the Securities and Exchange Commission on May 19, 2003

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

PEI Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	2721 (Primary Standard Industrial Classification Code Number)	36-4276282 (I.R.S. Employer Identification Number)
680 North Lake Shore Drive Chicago, Illinois 60611 (312) 751-8000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

SEE TABLE OF ADDITIONAL REGISTRANTS

Howard Shapiro, Esq.
Vice President and Secretary
PEI Holdings, Inc.
680 North Lake Shore Drive
Chicago, Illinois 60611
(312) 751-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Rodd M. Schreiber, Esq.
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Chicago, Illinois 60606
(312) 407-0700

        Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

        If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price	Amount of registration fee
11% Senior Secured Notes due 2010	$115,000,000(1)	$9,304(2)
Guarantees related to the 11% Senior Secured Notes due 2010(3)	N/A	N/A

(1)

Pursuant to Rule 457(f) under the Securities Act, the book value as of May 15, 2003 of the securities for which the securities being registered are to be exchanged has been used as the basis for calculating the registration fee.

(2)

Calculated on the basis of the maximum aggregate offering price in accordance with Rule 457(o) under the Securities Act.

(3)

No separate consideration will be received for the guarantees, and, therefore, pursuant to Rule 457(n) under the Securities Act, no additional fee is required.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Name of Additional Registrant*	State of Incorporation or Formation	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification Number
Playboy Enterprises, Inc.	Delaware	2721	36-4249478
Spice Entertainment, Inc.	Delaware	2721	11-2917462
CPV Productions, Inc.	Delaware	2721	95-4481959
Cyberspice, Inc.	Delaware	2721	13-3792864
MH Pictures, Inc.	California	2721	95-4408483
Planet Spice, Inc.	Delaware	2721	36-4473316
Spice Direct, Inc.	Delaware	2721	13-3697513
Spice International, Inc.	Delaware	2721	13-3688041
Spice Networks, Inc.	New York	2721	13-3426694
Spice Productions, Inc.	Nevada	2721	13-3876038
Playboy Enterprises International, Inc.	Delaware	2721	36-2258830
Alta Loma Entertainment, Inc.	Delaware	2721	95-4883621
Itasca Holdings, Inc.	Illinois	2721	36-3529184
Planet Playboy, Inc.	Delaware	2721	36-4358154
Playboy Gaming Nevada, Inc.	Nevada	2721	36-4248894
Playboy Japan, Inc.	Delaware	2721	36-4282316
Playboy Gaming International, Ltd.	Delaware	2721	36-2719674
Playboy Cruise Gaming, Inc.	Delaware	2721	36-4244129
Playboy Gaming UK, Ltd.	Delaware	2721	36-4374462
Lifestyle Brands, Ltd.	Delaware	2721	36-2719675
Lake Shore Press, Inc.	Delaware	Inactive	36-2689343
Playboy Clubs International, Inc.	Delaware	2721	36-2477567
Playboy Preferred, Inc.	Illinois	2721	36-2601526
Playboy of Sussex, Inc.	Delaware	Inactive	36-2659186
Playboy of Lyons, Inc.	Wisconsin	Inactive	36-2584408
Playboy Club of Hollywood, Inc.	Delaware	Inactive	95-2310857
Playboy Club of New York, Inc.	New York	Inactive	13-1935032
Special Editions, Ltd.	Delaware	2721	36-3039034
Telecom International, Inc.	Florida	2721	36-3973180
Spice Platinum Entertainment, Inc.	Delaware	2721	95-4873888
Spice Hot Entertainment, Inc.	Delaware	2721	95-4873886
Playboy Models, Inc.	Illinois	2721	36-2533870
Playboy Properties, Inc.	Delaware	2721	36-2558603
Playboy Shows, Inc.	Delaware	Inactive	36-2662679
Steelton, Inc.	Delaware	Inactive	36-2655856
Playboy Entertainment Group, Inc.	Delaware	2721	36-3687870
Adultvision Communications, Inc.	Delaware	2721	95-4532434
After Dark Video, Inc.	Delaware	Inactive	36-2587791
Alta Loma Distribution, Inc.	Delaware	2721	36-2692124
AL Entertainment, Inc.	California	2721	95-4682466
Impulse Productions, Inc.	Delaware	2721	36-3277482
Indigo Entertainment, Inc.	Illinois	2721	95-4450165
Mystique Films, Inc.	California	2721	95-4535259
Precious Films, Inc.	California	2721	36-3989206
Women Productions, Inc.	California	2721	95-4551605
Playboy TV International, LLC	Delaware	2721	65-0952345
Claridge Organization LLC	Delaware	2721	N/A
Chelsea Court Holdings LLC	Delaware	2721	N/A
Candlelight Management LLC	Delaware	2721	N/A

*

The address and telephone number of the principal executive offices of each of the registrants listed below are the same as those of PEI Holdings, Inc.

Subject to Completion, dated May    , 2003

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

$115,000,000

PEI Holdings, Inc.

Exchange Offer for
11% Senior Secured Notes due 2010
unconditionally guaranteed by

Playboy Enterprises, Inc.

        PEI Holdings, Inc. is offering to exchange an aggregate principal amount of up to $115,000,000 of its new 11% Senior Secured Notes due 2010 for a like amount of its old 11% Senior Secured Notes due 2010. The form and terms of the new notes will be identical in all material respects to the form and terms of the old notes, except that the new notes:

•

will have been registered under the Securities Act;



•

will not bear restrictive legends restricting their transfer under the Securities Act;



•

will not be entitled to the registration rights that apply to the old notes; and



•

will not contain provisions relating to liquidated damages in connection with the old notes under circumstances related to the timing of the exchange offer.

        The obligations of the issuer under the old notes are, and the issuer's obligations under the new notes will be, fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by Playboy Enterprises, Inc. and by substantially all of the issuer's U.S. subsidiaries, excluding Playboy.com, Inc. and its subsidiaries.

        The exchange offer expires at 5:00 p.m., New York City time, on                        , 2003, unless we extend it.

        The new notes will not be listed on any national securities exchange or the Nasdaq Stock Market.

For a discussion of risk factors that should be considered in connection with an investment in the new notes, see "Risk Factors" beginning on page 10.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2003.

This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. This information is available without charge to security holders upon written or oral request to Playboy Enterprises, Inc., 680 North Lake Shore Drive, Chicago, Illinois 60611, Attention: Investor Relations, telephone number (312) 751-8000. To obtain timely delivery, security holders must request the information no later than                       , 2003.

TABLE OF CONTENTS

Where You Can Find More Information	ii
Incorporation by Reference	iii
Information Regarding Forward-Looking Statements	iv
Summary	1
Risk Factors	10
Use of Proceeds	22
Capitalization	23
The Exchange Offer	24
Selected Financial Data	34
Description of Certain Other Indebtedness	36
Description of the Notes	39
Material U.S. Federal Tax Consequences	84
Plan of Distribution and Selling Restrictions	88
Legal Matters	89
Experts	89
Index to Consolidated Financial Statements	F-1

        The distribution of this prospectus and the offer and sale of the new notes and related guarantees may be restricted by law in certain jurisdictions. Persons who come into possession of this prospectus or any of the new notes must inform themselves about and observe any such restrictions. You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the new notes or possess or distribute this prospectus and, in connection with any purchase, offer or sale by you of the new notes, must obtain any consent, approval or permission required under the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchase, offer or sale.

        In this prospectus, unless the context otherwise requires:

•

"issuer" refers to PEI Holdings, Inc., the issuer of the new notes;



•

"parent company" refers to Playboy Enterprises, Inc.;



•

"subsidiary guarantors" refers to the subsidiaries of Playboy Enterprises, Inc. that will guarantee the new notes;



•

"guarantors" refers collectively to the parent company, in its capacity as a guarantor of the new notes, and the subsidiary guarantors;



•

"Playboy.com" refers to Playboy.com, Inc.;

i

•

"PTVI" refers to Playboy TV International, LLC; and



•

"Playboy," "we," "us," "our" and similar terms refer to Playboy Enterprises, Inc., and, unless the context otherwise requires, its consolidated subsidiaries, including the issuer and the subsidiary guarantors.

        Our Rabbit Head Design and certain names of our products and services, including the title of Playboy magazine, are our trademarks. Each trademark, trade name or service mark of any other company appearing in this prospectus belongs to its holder. Our trademarks, including "Playboy," "Playmate," "Spice" and "Sarah Coventry," as well as numerous domain names related to our online business, are registered under the laws of various jurisdictions.

        The market data included in this prospectus, including information relating to our relative position in the industry, is based on market research, publicly available information and industry publications. Although we believe that such independent sources are reliable as of their respective dates, we have not independently verified the information contained in them, and we cannot guarantee the accuracy or completeness of this information. In addition, consumption patterns and consumer preferences can and do change. As a result, you should be aware that market, ranking and other similar data included in or incorporated by reference into this prospectus, and estimates and beliefs based on such data, may not be reliable.

WHERE YOU CAN FIND MORE INFORMATION

        In connection with the exchange offer, the issuer and the guarantors have filed with the Securities and Exchange Commission, or the SEC, a registration statement relating to the new notes on Form S-4 under the Securities Act of 1933, as amended, or the Securities Act. This prospectus constitutes a part of the registration statement. As permitted under SEC rules, the prospectus does not include all of the information contained in the registration statement. We refer you to the registration statement, including all amendments, supplements, schedules and exhibits thereto, for further information about Playboy and the new notes. Statements in this prospectus concerning the provisions of documents are not necessarily summaries of all provisions of those documents. If we have filed any document as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of that document.

        Playboy Enterprises, Inc., files annual, quarterly and current reports, proxy and information statements and other information with the SEC. The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The indenture governing the new notes requires us to file with the SEC, and to make available to securities analysts and prospective investors upon request, reports and other information called for by rules under the Securities Exchange Act of 1934, as amended, or the Exchange Act, regardless of whether we are subject to the reporting requirements of the Exchange Act.

ii

INCORPORATION BY REFERENCE

        Rather than include certain information in this prospectus that we have already included in documents filed with the SEC, we are incorporating this information by reference, which means that we are disclosing important information to you by referring to those publicly filed documents that contain the information. The information incorporated by reference is considered to be part of this prospectus. Accordingly, we incorporate by reference the following documents we filed with the SEC:

•

Annual Report on Form 10-K for the fiscal year ended December 31, 2002;



•

Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003;



•

Current Report on Form 8-K, dated March 11, 2003 and filed March 12, 2003;



•

Current Report on Form 8-K, dated March 6, 2003;



•

Current Report on Form 8-K, dated March 5, 2003 and filed March 6, 2003;



•

Current Report on Form 8-K/A, dated December 23, 2002 and filed February 25, 2003;



•

Current Report on Form 8-K, dated December 23, 2002 and filed February 12, 2003; and



•

Current Report on Form 8-K, dated December 23, 2002 and filed January 7, 2003;

In addition, all reports and other documents we subsequently file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and until the termination of the exchange offer will be deemed to be incorporated by reference in this prospectus and to be part of this prospectus from the date of the filing of such reports and documents.

        References in this prospectus to this prospectus will be deemed to include the documents incorporated by reference, which are an integral part of this prospectus. You should obtain and review carefully copies of the documents incorporated by reference. Any statement contained in the documents incorporated by reference will be modified or superseded for purposes of this prospectus to the extent that a statement contained in a subsequently dated document incorporated by reference or in this prospectus modifies or supersedes the statement. Information that we file later with the SEC will automatically update the information incorporated by reference and the information in this prospectus. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

        Any person to whom this prospectus is delivered may obtain without charge a copy of any or all of the documents incorporated in this prospectus by reference, excluding exhibits to any such document unless such exhibits are specifically incorporated by reference into such document. Written requests should be directed to Playboy Enterprises, Inc., 680 North Lake Shore Drive, Chicago, Illinois 60611, Attention: Investor Relations. Oral requests should be made by telephoning (312) 751-8000. In order to obtain timely delivery, you must request the information no later than                        , 2003.

iii

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains "forward-looking statements" as to expectations, beliefs, plans, objectives and future financial performance, and assumptions underlying or concerning the foregoing. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which could cause our actual results, performance or outcomes to differ materially from those expressed or implied in the forward-looking statements. The following are some of the important factors that could cause actual results, performance or outcomes to differ materially from those discussed in the forward-looking statements:

•

foreign, national, state and local government regulation, actions or initiatives, including:



•

attempts to limit or otherwise regulate the sale, distribution or transmission of adult-oriented materials, including print, video and online materials,



•

limitations on the advertisement of tobacco, alcohol and other products which are important sources of advertising revenue for us, or



•

substantive changes in postal regulations or rates which could increase our postage and distribution costs;



•

risks associated with our foreign operations, including market acceptance and demand for our products and the products of our licensees and our ability to manage the risk associated with our exposure to foreign currency exchange rate fluctuations;



•

changes in general economic conditions, consumer spending habits, viewing patterns, fashion trends or the retail sales environment which, in each case, could reduce demand for our programming and products and impact our advertising revenues;



•

our ability to protect our trademarks, copyrights and other intellectual property;



•

risks as a distributor of media content, including our becoming subject to claims for defamation, invasion of privacy, negligence, copyright, patent or trademark infringement, and other claims based on the nature and content of the materials distributed;



•

the dilution from any potential issuance of additional common stock in connection with financings or acquisitions;



•

competition for advertisers from other publications, media or online providers or any decrease in spending by advertisers, either generally or with respect to the adult male market;



•

competition in the television, men's magazine and Internet markets;



•

attempts by consumers or private advocacy groups to exclude our programming or other products from distribution;



•

the television and Internet businesses' reliance on third parties for technology and distribution, and any changes in that technology and/or unforeseen delays in its implementation which might affect our plans and assumptions;



•

risks associated with losing access to transponders and competition for transponders and channel space;



•

the impact of industry consolidation, any decline in our access to, and acceptance by, satellite direct-to-home and/or cable systems and the possible resulting deterioration in the terms, cancellation of fee arrangements or pressure on margin splits with operators of these systems;

iv

•

risks that we may not realize the expected operating efficiencies, synergies, increased sales and profits and other benefits from acquisitions and the restructuring of our international TV joint venture;



•

risks associated with the impact that the financial condition of our venture partner, Claxson Interactive Group Inc. and its affiliates, or Claxson, may have on our Playboy TV-Latin America, LLC joint venture;



•

increases in paper or printing costs;



•

effects of the national consolidation of the single-copy magazine distribution system; and



•

uncertainty of the viability of the Internet subscription, e-commerce, advertising and gaming businesses.

We discuss many of these factors in this prospectus in greater detail under the heading "Risk Factors."

        All statements other than statements of historical fact constitute forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "would," "could," "should," "believes," "estimates," "projects," "potential," "expects," "plans," "anticipates," "intends," "continues" and similar expressions intended to identify forward-looking statements. The forward-looking statements in this prospectus and in the documents incorporated by reference herein are based on our beliefs, expectations, estimates and assumptions only as of, with respect to this prospectus, the date of this prospectus and, with respect to the documents incorporated by reference herein, the respective dates of those documents. Except as required by law, we assume no obligation to update these forward-looking statements even though our situation may change in the future. These forward-looking statements are subject to risks and uncertainties. Given the risks and uncertainties, you should not place undue reliance on these forward-looking statements.

v

SUMMARY

The following summary is qualified in its entirety by the more detailed information included elsewhere or incorporated by reference in this prospectus. Because this is a summary, it may not contain all the information that may be important to you. You should read the entire prospectus, including the information incorporated by reference, before making an investment decision.

Playboy

        We were organized in 1953 to publish Playboy magazine and are now a worldwide leader in the development and distribution of multi-media entertainment for adult audiences. The Playboy brand is one of the most widely recognized and popular brands in the world and is embraced as a symbol of freedom, style and good times. The strength of our brand drives our Entertainment, Publishing, Playboy Online and Licensing Businesses Groups. Our programming is carried by the six largest multiple system operators, or MSOs, and the two largest satellite direct-to-home, or DTH, providers. Playboy magazine, celebrating its 49th anniversary, is the best-selling monthly men's magazine in the world and has a worldwide monthly circulation of 4.4 million copies. Our online operations consist of a network of websites that have an established and growing subscriber and revenue base. Our licensing businesses utilize the Playboy name, the Rabbit Head Design and our other trademarks for the worldwide manufacture, sale and distribution of a variety of consumer products.

        The old notes were issued, and the new notes will be issued, by PEI Holdings, Inc., the subsidiary holding company through which Playboy Enterprises, Inc. owns all of its operating subsidiaries.

        The address and telephone number of the principal executive offices of the issuer and the guarantors are as follows: 680 North Lake Shore Drive, Chicago, Illinois 60611, (312) 751-8000.

The Exchange Offer

        On March 11, 2003, the issuer issued $115,000,000 principal amount of 11% Senior Secured Notes due 2010, the old notes to which the exchange offer applies, to a group of initial purchasers in reliance on exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. The old notes were fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by Playboy Enterprises, Inc. and substantially all of the issuer's U.S. subsidiaries, excluding Playboy.com and its subsidiaries. In connection with the initial purchasers' purchase of the old notes, the issuer and the guarantors agreed to commence the exchange offer following the initial offering of the old notes. The new notes being offered in the exchange offer and the old notes are sometimes referred to collectively in this prospectus as the "notes."

The Exchange Offer	The issuer is offering new 11% Senior Secured Notes due 2010, fully and unconditionally guaranteed by Playboy and the subsidiary guarantors, jointly and severally, on a senior secured basis, which new notes and guarantees will be registered under the Securities Act, in exchange for the old notes.
	To exchange your old notes, you must properly tender them, and the issuer must accept them. The issuer will exchange all old notes that you validly tender and do not validly withdraw. The issuer will issue registered new notes promptly after the expiration of the exchange offer.

1

Resale of New Notes	We believe that, if you are not a broker-dealer, you may offer new notes (together with the guarantees thereof) for resale, resell and otherwise transfer the new notes (and the related guarantees) without complying with the registration and prospectus delivery requirements of the Securities Act if you:
	•	acquired the new notes in the ordinary course of business;
	•	are not engaged in, do not intend to engage in and have no arrangement or understanding with any person to participate in a "distribution," as defined under the Securities Act, of the new notes; and
	•	are not an "affiliate," as defined under the Securities Act, of the issuer or any guarantor.
	If any of these conditions is not satisfied, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Our belief that transfers of new notes would be permitted without registration or prospectus delivery under the conditions described above is based on the interpretations of the SEC given to other, unrelated issuers in transactions similar to the exchange offer. We cannot assure you that the SEC would take the same position with respect to the exchange offer.
	Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by it as a result of market-making activities or other trading activities, may be deemed to be an "underwriter" within the meaning of the Securities Act and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the new notes. However, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2003, unless we extend it.
Withdrawal	You may withdraw your tender of old notes under the exchange offer at any time before the exchange offer expires. Any withdrawal must be in accordance with the procedures described in "The Exchange Offer — Withdrawal Rights."
Procedures for Tendering Old Notes	Each holder of old notes that wishes to accept the exchange offer must, before the exchange offer expires, either:
	•	transmit a properly completed and duly executed letter of transmittal, together with all other documents required by the letter of transmittal, including the old notes, to the exchange agent; or

2

	•	if old notes are tendered in accordance with book-entry procedures, arrange with The Depository Trust Company, or DTC, to cause to be transmitted to the exchange agent an agent's message indicating, among other things, the holder's agreement to be bound by the letter of transmittal,
	or comply with the procedures described below under "— Guaranteed Delivery."
	Do not send letters of transmittal, certificates representing old notes or other documents to us or DTC. Send these documents only to the exchange agent at the address given in this prospectus and in the letter of transmittal.
Special Procedures for Tenders by Beneficial Owners of Old Notes	If
	•	you beneficially own old notes;
	•	those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian; and
	•	you wish to tender your old notes in the exchange offer,
	you should contact the registered holder as soon as possible and instruct it to tender the old notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.
Guaranteed Delivery	If you hold old notes in certificated form or if you own old notes in the form of a book-entry interest in a global note deposited with the trustee, as custodian for DTC, and you wish to tender those old notes but
	•	the certificates for your old notes are not immediately available or all required documents are unlikely to reach the exchange agent before the exchange offer expires; or
	•	you cannot complete the procedure for book-entry transfer on time,
	you may tender your old notes in accordance with the procedures described in "The Exchange Offer — Procedures for Tendering Old Notes — Guaranteed Delivery."
Consequences of Not Exchanging Old Notes	If you do not tender your old notes or we reject your tender, your old notes will remain outstanding and will continue to be subject to the provisions in the indenture regarding the transfer and exchange of the old notes and the existing restrictions on transfer set forth in the legends on the old notes. Holders of old notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances with respect to specific types of holders of old notes.
	You do not have any appraisal or dissenters' rights in connection with the exchange offer.
U.S. Federal Tax Consequences	Your exchange of old notes for new notes will not be treated as a taxable exchange for U.S. federal income tax purposes. See "Material U.S. Federal Tax Consequences."

3

Conditions to the Exchange Offer	The exchange offer is subject to the conditions that it not violate applicable law or any SEC policy.
Use of Proceeds	We will not receive any proceeds from the exchange offer. The net proceeds from the issuance of the old notes have been used
	•	to repay in full all outstanding indebtedness under our then-existing credit facility;
	•	to pay a portion of the deferred acquisition price due in 2003 in connection with our July 2001 acquisition, referred to as the Califa acquisition, of The Hot Network and The Hot Zone and the related television assets of Califa Entertainment Group, or Califa, and the Vivid TV network and related television assets of V.O.D., Inc., or VODI, a separate entity owned by Califa's principals; and
	•	for working capital and other general corporate purposes. See "Use of Proceeds."
Acceptance of Old Notes and Delivery of New Notes	The issuer will accept for exchange any and all old notes properly tendered prior to the expiration of the exchange offer. The issuer and the guarantors will complete the exchange offer and the issuer will issue the new notes as soon as practicable after the expiration of the exchange offer.
Exchange Agent	Bank One, N.A. is serving as exchange agent for the exchange offer. The address and the facsimile and telephone numbers of the exchange agent are provided in this prospectus under "The Exchange Offer — Exchange Agent" and in the letter of transmittal.

The New Notes

        The form and terms of the new notes will be identical in all material respects to the form and terms of the old notes, except that the new notes:

•

will have been registered under the Securities Act;



•

will not bear restrictive legends restricting their transfer under the Securities Act;



•

will not be entitled to the registration rights that apply to the old notes; and



•

will not contain provisions relating to liquidated damages in connection with the old notes under circumstances related to the timing of the exchange offer.

        The new notes will represent the same debt as the old notes and will be governed by the same indenture, which is governed by New York law.

Issuer	PEI Holdings, Inc.
Notes Offered	$115 million aggregate principal amount of 11% senior secured notes.
Maturity	March 15, 2010.
Issue Price	100%, plus accrued interest from March 11, 2003.
Interest	Annual rate: 11%.
Interest Payment Dates	March 15 and September 15 of each year, starting on September 15, 2003.

4

Guarantees	The new notes will be fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by Playboy Enterprises, Inc. and by substantially all of the issuer's U.S. subsidiaries, excluding Playboy.com and its subsidiaries. See "Description of the Notes — Note Guarantees."
Ranking	The new notes and the guarantees thereof will be senior secured obligations and will rank equally in right of payment with the issuer's and guarantors' other existing and future senior debt.
	The new notes and the guarantees thereof will effectively rank junior to
	•	the secured debt of the issuer and the guarantors to the extent that the secured debt, including our credit facility, is secured by a first-priority lien on secondary collateral, as described in this summary below under "— Collateral"; and
	•	all liabilities of the issuer's subsidiaries that have not guaranteed the new notes, including Playboy.com and its subsidiaries and the issuer's foreign subsidiaries.
	As of March 31, 2003,
	•	the issuer and the guarantors had $115.0 million of secured indebtedness outstanding, consisting of the old notes, and $20.0 million of potential borrowing capacity under the credit facility secured by a first-priority lien on the secondary collateral; and
	•	the issuer's subsidiaries that are not guarantors of the old notes had approximately $19.4 million of outstanding liabilities, excluding intercompany liabilities but including trade payables, that were effectively senior to the old notes.
	Borrowing capacity under the credit facility is reduced by the amount of the letters of credit, $11.6 million as of March 31, 2003, outstanding under the credit facility.
Optional Redemption	The issuer may redeem some or all of the new notes at any time on or after March 15, 2007 at the redemption prices described under "Description of the Notes — Optional Redemption."
	Prior to March 15, 2006, the issuer may redeem up to 35% of the new notes with the net proceeds from specified types of sales of capital stock of Playboy Enterprises, Inc. at the redemption price described under "Description of the Notes — Optional Redemption."

5

Mandatory Offer to Repurchase	Upon the occurrence of specified events involving a change of control of Playboy Enterprises, Inc. or the issuer, you may require the issuer to repurchase some or all of the new notes at 101% of their principal amount plus accrued interest. The occurrence of those events may, however, be an event of default under our credit facility or other debt agreements, and those agreements may prohibit the repurchase. Further, the issuer and the guarantors may not have sufficient funds at the time of any change of control to satisfy the issuer's repurchase obligation. See "Risk Factors — Risks Related to the Notes and Our Other Indebtedness — We may not be able to repurchase the notes upon a change of control," "Description of the Notes — Repurchase at the Option of Holders — Change of Control" and the definition of "Change of Control" under "Description of the Notes — Certain Definitions."
Covenants	The indenture governing the new notes contains covenants that, among other things, limit the ability of Playboy Enterprises, Inc. and its restricted subsidiaries to:
	•	incur or guarantee additional indebtedness;
	•	pay dividends or make other distributions on capital stock or make other specified restricted payments;
	•	create liens;
	•	sell assets;
	•	enter new lines of business;
	•	engage in transactions with affiliates;
	•	create unrestricted subsidiaries; and
	•	merge or consolidate with other entities.
	These covenants are subject to important exceptions and qualifications, which are described under "Description of the Notes."
Collateral	The new notes will be secured by a first-priority lien, subject to exceptions specified in the applicable security documents, on trademarks owned by the issuer and guarantors on the date of the indenture or thereafter acquired by the issuer or any guarantor. We refer to the collateral under the first-priority lien as the primary collateral. In addition, the new notes and the guarantees will be secured by a second-priority lien on other assets, consisting of all of the issuer's capital stock, all of the capital stock of our domestic subsidiaries, 65% of the capital stock of Playboy Enterprises, Inc.'s foreign subsidiaries, substantially all of the issuer's and the guarantors' other personal property assets in the United States and the Playboy Mansion, that is junior to the lien securing our credit facility. In this prospectus, we refer to the collateral under the second-priority lien as the secondary collateral and, together with the primary collateral, the collateral. The indenture permits the issuer and the guarantors under specified circumstances to grant additional liens on the collateral.

6

The second-priority lien will not entitle holders of the new notes to take any action whatsoever with respect to the secondary collateral at any time when first-priority liens on the secondary collateral are outstanding unless and until the agent under the credit facility fails to take steps to exercise remedies with respect to or in connection with the secondary collateral within 90 days following notice to the agent of the occurrence of an event of default under the indenture for the new notes. Holders of the new notes will not be entitled to receive any proceeds from any realization on the secondary collateral until the obligations secured by the first-priority liens on the secondary collateral are paid in full. In addition, proceeds from non-ordinary course dispositions of assets constituting secondary collateral may be used to repay the obligations secured by the first-priority liens on the secondary collateral before they would be used to repay the new notes.

We will not take any steps to assure the sufficiency of the grant of, or to perfect, the liens in any non-U.S. jurisdictions.

Risk Factors

        For a discussion of risk factors that should be considered in connection with an investment in the new notes, see "Risk Factors" beginning on page 10.

7

Summary Financial Data

        The summary financial and operating data set forth below should be read in conjunction with, and are qualified by reference to, "Selected Financial Data" and the financial statements and related notes, included elsewhere in this prospectus, and the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in Playboy Enterprises, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003, which are incorporated herein by reference. See "Where You Can Find More Information" and "Incorporation by Reference."

			Three Months Ended March 31,						Fiscal Year Ended December 31,
			2003			2002			2002			2001			2000			1999			1998
			(unaudited)
			(in thousands, except per share amounts, percentages, number of employees and ad pages)
Selected financial data (1)
Net revenues			$	74,281		$	66,147		$	277,622		$	287,583		$	303,360		$	344,044		$	314,360
Interest expense, net				(3,506	)		(4,433	)		(15,022	)		(13,184	)		(7,629	)		(6,179	)		(1,424	)
Income (loss) from continuing operations before cumulative effect of change in accounting principle				632			(9,387	)		(17,135	)		(29,323	)		(47,626	)		(5,568	)		4,320
Net income (loss)				632			(9,387	)		(17,135	)		(33,541	)		(47,626	)		(5,335	)		4,320
Basic and diluted earnings per common share
	Income (loss) from continuing operations before cumulative effect of change in accounting principle			0.02			(0.38	)		(0.67	)		(1.20	)		(1.96	)		(0.24	)		0.21
	Net income (loss)			0.02			(0.38	)		(0.67	)		(1.37	)		(1.96	)		(0.23	)		0.21
EBITDA (2)
	Net income (loss)			632			(9,387	)		(17,135	)		(33,541	)		(47,626	)		(5,335	)		4,320
	Adjusted for:
		Cumulative effect of change in accounting principle (net of tax)		—			—			—			4,218			—			—			—
		Gain on disposal of discontinued operations (net of tax)		—			—			—			—			—			(233	)		—
		Income tax expense (benefit)		1,250			6,454			8,544			996			16,227			(862	)		2,705
		Interest expense		3,562			4,472			15,147			13,970			9,148			7,977			1,551
		Depreciation and amortization		12,717			12,255			51,619			51,904			44,911			42,691			30,313
		Amortization of deferred financing fees		275			240			993			905			840			613			—
		Amortization of restricted stock awards		45			720			2,748			—			—			—			—
		Equity in operations of PTVI and other		(51	)		(49	)		(279	)		746			375			13,871			378
	EBITDA			18,430			14,705			61,637			39,198			23,875			58,722			39,267
Cash flows from operating activities				(4,613	)		6,466			14,328			(7,945	)		(31,150	)		16,100			(11,110	)
Cash flows from investing activities				(590	)		609			(3,158	)		(2,853	)		(3,889	)		(68,126	)		(10,120	)
Cash flows from financing activities			$	28,311		$	(11,165	)	$	(11,662	)	$	12,874		$	14,045		$	75,213		$	20,624
Ratio of earnings to fixed charges (3)				1.48x			0.53x			0.64x			—			—			1.57x			2.39x
Total assets (at period end)			$	394,425		$	410,169		$	369,721		$	426,240		$	388,488		$	429,402		$	212,107
Long-term financing obligations (at period end)			$	115,000		$	70,186		$	68,865		$	78,017		$	94,328		$	75,000		$	—
Shareholders' equity (at period end)			$	88,211		$	72,969		$	87,815		$	81,525		$	114,185		$	161,281		$	84,202
Long-term financing obligations as a percentage of total capitalization (at period end)				57	%		49	%		44	%		49	%		45	%		32	%		—	%
Number of common shares outstanding (at period end)
	Class A voting			4,864			4,864			4,864			4,864			4,859			4,859			4,749
	Class B nonvoting			21,428			19,692			21,181			19,666			19,407			19,288			15,868
Number of full-time employees (at period end)				580			607			581			610			686			780			758
Selected operating data
Playboy magazine ad pages				116			121			515			618			674			640			601
Cash investments in company-produced and licensed entertainment programming			$	12,399		$	10,551		$	41,717		$	37,254		$	33,061		$	35,262		$	25,902
Amortization of investments in company- produced and licensed entertainment programming			$	9,523		$	9,352		$	40,626		$	37,395		$	33,253		$	34,341		$	26,410
Household units (at period end) (4)
	Playboy TV networks
		DTH		19,900			18,700			19,200			18,100			15,400			12,400			9,800
		Cable digital		15,100			11,400			14,000			10,300			3,200			1,300			200
		Cable analog addressable		4,800			7,700			5,700			7,800			11,000			11,700			11,700
	Playboy TV en Español (5)
		DTH		7,400			—			7,000			—			—			—			—
		Cable digital		2,800			—			2,700			—			—			—			—
	Movie networks (6)
		DTH		39,500			36,700			38,400			35,300			—			—			—
		Cable digital		39,600			30,600			36,900			25,300			8,400			3,900			—
		Cable analog addressable		9,400			17,700			10,800			17,000			16,200			18,300			—

(footnotes on following page)

8

(1)

Certain amounts reported for prior periods have been reclassified to conform to the current year's presentation.

(2)

In order to fully assess our financial results, management believes that EBITDA is an appropriate measure of evaluating our operating performance and liquidity, because it reflects the resources available for strategic opportunities including, among others, to invest in the business, make strategic acquisitions and strengthen the balance sheet. Finally, EBITDA is used to determine compliance with some of our credit facilities. However, this measure should be considered in addition to, and not as a substitute for or superior to, any measure of performance, cash flows or liquidity prepared in accordance with GAAP.

(3)

For purposes of computing the ratio of earnings to fixed charges, earnings represents the aggregate of:

•

pretax income (loss) from continuing operations before minority interests in consolidated subsidiaries or income (loss) from equity investees; plus

•

fixed charges, which include interest, amortized premiums related to indebtedness and estimate of interest within rental expense (33%).

Earnings were insufficient to cover fixed charges by $26.9 million and $30.9 million for the fiscal years ended December 31, 2001 and 2000, respectively.

(4)

Each household unit is defined as one household carrying one given network per carriage platform. A single household can represent multiple household units if two or more of our networks and/or multiple platforms (i.e. digital and analog) are available to that household.

(5)

We obtained 100% distribution rights of Playboy TV en Español in the U.S. Hispanic market in December 2002 in connection with the restructuring of the ownership of our international TV joint ventures. Prior to the restructuring, this network was included in international TV's household units.

(6)

We acquired two Spice networks in March 1999 and three networks in July 2001 in connection with the Califa acquisition.

9

RISK FACTORS

You should carefully consider the following risk factors in addition to the other information contained in this prospectus before acquiring new notes. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations. In the following discussion of risk factors, when we refer to the term "note" or "notes," we are referring to both the old notes and the new notes to be issued in the exchange offer.

Risks Related to the Notes and Our Other Indebtedness

Our significant debt could adversely affect our business, financial condition or results of operations and prevent us from fulfilling our obligations under the notes.

        We have now and will continue to have a significant amount of debt. As of March 31, 2003, we had $115 million of indebtedness, consisting of the old notes, on a consolidated basis. If we are unable to generate sufficient cash flow or otherwise obtain funds necessary to make required payments on the notes or under our credit facility, we will be in default under the terms of the indenture or the credit agreement, as the case may be, which could, in turn, cause defaults under our other debt obligations.

        Even if we are able to meet our debt-service obligations, the amount of debt we have could adversely affect us in a number of other ways, including the following:

•

we may be unable to obtain additional financing for working capital, capital expenditures, acquisitions and general corporate purposes;



•

a significant portion of our cash flow from operations must be dedicated to debt service, which reduces the amount of cash we have available for other purposes;



•

we may be disadvantaged as compared to our competitors, such as in our ability to adjust to changing market conditions, as a result of the significant amount of debt we owe; and



•

we may be restricted in our ability to make strategic acquisitions and to exploit business opportunities.

        In addition, we may be able to incur substantial additional debt in the future. Although the indenture governing the notes will contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions and, under some circumstances, we could incur substantial debt in compliance with these restrictions and restrictions that we anticipate will apply under our credit facility. If new debt is added to our current debt levels, the substantial risks described above would intensify.

We will require a significant amount of cash to service our debt. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our debt, including the notes, and to fund operating and planned capital expenditures, will depend on our ability to generate cash in the future. Our cash-generating ability is subject to general economic, financial, competitive, legislative, regulatory and other factors that may be beyond our control.

        We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our credit facility or otherwise in an amount sufficient to enable us to pay our debt, including the notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our debt, including the notes, on or before maturity. We cannot assure you that we will be able to refinance any of our debt, including our credit facility or the notes, on commercially reasonable terms or at all.

10

The terms of our debt will impose restrictions on us that may affect our ability to successfully operate our business and make payments on the notes.

        Our credit facility and the indenture governing the notes will contain covenants that limit our actions. These covenants could materially and adversely affect our ability to finance our future operations or capital needs or to engage in other business activities that may be in our best interests. We anticipate that the covenants will limit our ability to, among other things:

•

incur or guarantee additional indebtedness;



•

pay dividends or make other distributions on capital stock;



•

repurchase capital stock;



•

make loans and investments;



•

enter into agreements restricting our subsidiaries' ability to pay dividends;



•

create liens;



•

sell or otherwise dispose of assets;



•

enter new lines of business;



•

merge or consolidate with other entities; and



•

engage in transactions with affiliates.

        Our credit facility also contains financial covenants requiring us to maintain specified minimum net worth and interest coverage ratios.

        Our ability to comply with these covenants and requirements may be affected by events beyond our control, such as prevailing economic conditions and changes in regulations, and if such events occur, we cannot be sure that we will be able to comply. A breach of these covenants could result in a default under the indenture governing the notes and/or the credit facility. If there were an event of default under the indenture for the notes and/or the credit facility, holders of such defaulted debt could cause all amounts borrowed under these instruments to be due and payable immediately and the lenders under the credit facility could terminate their commitments to lend. Additionally, if we fail to repay the debt under the credit facility when it becomes due, the lenders under the credit facility could proceed against the collateral in which we will grant them a first-priority lien as security. In that event, any proceeds received upon a realization of such collateral would be applied first to amounts due under the credit facility before any proceeds would be available to make payments on the notes. We cannot assure you that our assets or cash flow will be sufficient to repay borrowings under the outstanding debt instruments in the event of a default thereunder.

The issuer is the only material source of cash for Playboy Enterprises, Inc., so you should not rely on the guarantee of Playboy Enterprises, Inc. in evaluating an investment in the notes.

        Playboy Enterprises, Inc. has guaranteed the old notes, and will unconditionally guarantee the new notes, on a senior secured basis. Playboy Enterprises, Inc. is a holding company that derives its operating income and cash flow from the issuer and the only material asset of which is the issuer's capital stock. Accordingly, Playboy Enterprises, Inc. will be dependent on the earnings and cash flow of, and dividends and distributions from, the issuer to perform on its guarantee of the notes. As a result, the guarantee of Playboy Enterprises, Inc. provides little, if any, additional credit support for the notes, and investors should not rely on that guarantee in evaluating whether to invest in the notes.

11

The notes will be structurally subordinated to all existing and future liabilities of the issuer's subsidiaries that do not guarantee the notes.

        The old notes are, and the new notes will be, structurally subordinated to all existing and future liabilities, including trade payables, of our subsidiaries that do not guarantee the notes, including Playboy.com and its subsidiaries and our foreign subsidiaries. The claims of creditors of those subsidiaries, including trade creditors, will have priority as to the assets and cash flows of those subsidiaries. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding of any of the non-guarantor subsidiaries, holders of their liabilities, including their trade creditors, will generally be entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us. As of March 31, 2003, the issuer's non-guarantor subsidiaries had $19.4 million of outstanding liabilities, excluding intercompany liabilities but including trade payables, all of which was structurally senior to the notes.

Because of our organizational structure, the availability of cash to satisfy the notes or the guarantees may be limited.

        The notes are obligations solely of the issuer and each guarantee is the obligation solely of the applicable guarantor. The issuer conducts its operations through its subsidiaries and depends on earnings and cash flow of, and dividends from, these subsidiaries to pay its obligations. However, the issuer's subsidiaries are separate and distinct legal entities and, except pursuant to their guarantees, are not obligated to make funds available for payment of the notes and other obligations in the form of loans, distributions or otherwise.

        Except for the guarantees given by the guarantors, holders of the notes cannot demand repayment of the notes from the issuer's subsidiaries because the notes are not obligations of non-guarantor subsidiaries, including Playboy.com and its subsidiaries. Therefore, although the issuer's operating subsidiaries may have cash, the issuer may not be able to make payments on its debt. In addition, the ability of the issuer's subsidiaries to make payments to the issuer is also affected by their own operating results and is subject to applicable laws and contractual restrictions contained in the instruments governing any debt or leases of such subsidiaries, which may adversely impact the issuer's ability to pay interest and principal due on the notes. Although the indenture governing the notes limits the ability of such subsidiaries to enter into any consensual restrictions on their ability to pay dividends and make other payments to the issuer, those limitations will be subject to a number of significant qualifications.

We may not be able to repurchase the notes upon a change of control.

        Upon a "change of control," as defined in the indenture, we will be required under certain circumstances to make an offer to repurchase the notes at a price equal to 101% of the principal amount thereof, together with any accrued and unpaid interest and additional interest to the date of repurchase. If a change of control were to occur, there can be no assurance that we would have sufficient funds to pay the purchase price for all of the notes that we might be required to purchase. In addition, our new credit agreement will prohibit us from purchasing the notes in the event of a change of control. Our failure to purchase, or give notice of purchase of, the notes would be a default under the indenture governing the notes, which would in turn be a default under our credit facility. In addition, a change of control may constitute an event of default under our credit facility. A default under our credit facility would result in an event of default under the indenture governing the notes if such default relates to a payment default or the lenders were to accelerate the debt under our credit facility. If the foregoing occurs, we may not have enough assets to satisfy all obligations under our credit facility and the indenture governing the notes.

The liens on the primary collateral securing the notes and the guarantees may not be valid or perfected in non-U.S. jurisdictions.

        We granted the lien on the primary collateral securing the notes in accordance with applicable U.S. state and federal laws and will take no action under the laws of any non-U.S. jurisdictions to assure the sufficiency

12

of the grant of, or to perfect, the lien. Accordingly, liens on foreign intellectual property owned by the issuer and the guarantors may not be validly created or perfected in non-U.S. jurisdictions. Therefore, to the extent that creation, perfection and/or enforcement of such liens is governed by the law of a jurisdiction outside the United States, the liens may not be enforceable for the benefit of the holders of the notes.

The secondary collateral securing the notes and the guarantees is subject to control by creditors with first-priority liens; if there is a default, the value of the collateral may not be sufficient to repay the holders of the notes.

        The old notes are, and the new notes will be, obligations of the issuer that are fully and unconditionally guaranteed on a joint and several basis by each of the guarantors. The issuer and each guarantor have secured their obligations under the notes by a first-priority lien on the issuer's and such guarantor's trademarks and by a second-priority lien on certain other assets, including the issuer's capital stock, all of the capital stock of the issuer's domestic subsidiaries (excluding subsidiaries of Playboy.com), 65% of the capital stock of Playboy's foreign subsidiaries, substantially all of the issuer's personal property assets in the United States and the Playboy Mansion. The fact that the lenders under the credit agreement have a first-priority lien on the secondary collateral could have a material adverse effect on the value of the collateral and your ability to be repaid from it. See "Description of the Notes — Certain Definitions" and "Description of the Notes — Security."

        The rights of the holders of the notes with respect to the secondary collateral securing the notes and the guarantees will be limited pursuant to the terms of the intercreditor agreement. Under the terms of the intercreditor agreement, the holders of the notes will have a second-priority interest in the secondary collateral. Accordingly, any proceeds received upon a realization of the secondary collateral securing the notes and the credit agreement will be applied first to amounts due under the credit agreement, and to pay certain administrative expenses before any amounts will be available to pay the notes. In addition, under the terms of the intercreditor agreement, at any time that obligations that have the benefit of the first-priority liens are outstanding, any actions that may be taken in respect of the collateral, including the approval of certain amendments to the collateral documents, waivers of past defaults, the ability to cause the commencement of enforcement proceedings and to control the conduct of such proceedings, will be at the direction of the holders of the first-priority obligations and the trustee, on behalf of the holders of the notes, will not have the ability to control or direct such actions, even if the rights of the holders of the notes are adversely affected, subject to certain exceptions. See "Description of the Notes — Security."

        The value of the collateral in the event of liquidation will depend on market and economic conditions, the availability of buyers and other factors. We cannot assure you that the proceeds from the sale or sales of all of such collateral would be sufficient to satisfy the amounts due on the notes in the event of a default. If such proceeds were not sufficient to repay amounts due on the notes, then holders of the notes (to the extent not repaid from the proceeds of the sale of the collateral) would only have an unsecured claim against our remaining assets.

        The collateral has not been appraised in connection with this offering. As of March 31, 2003, the book value of the primary collateral was $55.6 million, and the book value of the secondary collateral was $338.8 million. Depending upon market and economic conditions and the availability of buyers, the sale value of the collateral may be substantially different from its book value.

We are permitted to dispose of the primary collateral, subject to certain limits, and the proceeds will become secondary collateral as to which the lenders under our credit facility have a first-priority lien.

        The indenture permits us to dispose of the primary collateral, subject to certain limits. See "Description of the Notes — Repurchase at the Option of Holders — Asset Sales." The receivables or cash generated by any such sale will in some circumstances constitute secondary collateral and therefore will be available to satisfy obligations to the lenders under our credit facility prior to their availability to repay the notes.

13

We are permitted to grant liens on the collateral for the benefit of other debtholders as well, which could reduce the amount available to satisfy our obligations to you.

        The indenture permits us to grant specified liens on the collateral to secure other debt, and the amount of such debt that would rank equally with the lien granted to the noteholders could be substantial. Holders of the notes will be required to share the collateral upon foreclosure or bankruptcy with any other debtholders who have a lien on the collateral.

In the event of a bankruptcy of the issuer or any of the guarantors, the ability of the holders of the notes to realize upon the collateral will be subject to certain bankruptcy law limitations.

        The ability of holders of the notes to realize upon the collateral will be subject to certain bankruptcy law limitations in the event of a bankruptcy of the issuer or any of the guarantors. Under applicable federal bankruptcy laws, secured creditors are prohibited from repossessing their security from a debtor in a bankruptcy case, or from disposing of security repossessed from such a debtor, without bankruptcy court approval. Moreover, applicable federal bankruptcy laws generally permit the debtor to continue to retain collateral even though the debtor is in default under the applicable debt instruments, provided generally that the secured creditor is given "adequate protection." The meaning of the term "adequate protection" may vary according to the circumstances, but is intended in general to protect the value of the secured creditor's interest in the collateral at the commencement of the bankruptcy case and may include cash payments or the granting of additional security, if and at such times as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition of the collateral by the debtor during the pendency of the bankruptcy case. In view of the lack of a precise definition of the term "adequate protection" and the broad discretionary powers of a bankruptcy court, the issuer cannot predict whether payments under the notes would be made following commencement of and during a bankruptcy case, whether or when the trustee under the indenture for the notes could foreclose upon or sell the collateral or whether or to what extent holders of notes would be compensated for any delay in payment or loss of value of the collateral through the requirement of "adequate protection." Furthermore, in the event the bankruptcy court determines that the value of the collateral is not sufficient to repay all amounts due on the notes, holders of notes would hold "undersecured claims." Applicable federal bankruptcy laws do not permit the payment or accrual of interest, costs and attorney's fees for "undersecured claims" during a debtor's bankruptcy case.

U.S. bankruptcy or fraudulent conveyance laws may interfere with payment of the notes and guarantees of the notes and with the security interest in the collateral securing the notes and the guarantees.

        Application of U.S. bankruptcy or state fraudulent conveyance laws to the issuer and the guarantors of the notes could result in your not receiving, or having to return, payment on the notes or the guarantees of the notes. Under U.S. federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the notes or the guarantee of the notes issued by the issuer or any guarantor of the notes, as the case may be, could be voided or subordinated to all of the other debt of the issuer or such guarantor, as the case may be, and/or the security interest in the collateral securing the notes or such guarantor's guarantee could be voided if, among other things, the issuer or such guarantor, as the case may be:

•

incurred indebtedness represented by the notes or its guarantee of the notes with the intent of hindering, delaying or defrauding current or future creditors; or



•

received less than reasonably equivalent value or fair consideration for incurring indebtedness represented by the notes or guarantee of the notes; and



•

was insolvent or was rendered insolvent by reason of the incurrence;



•

was engaged, or about to engage, in a business or transaction for which the assets remaining with it constituted unreasonably small capital to carry on its business; or

14

•

intended to incur, or believed that it would incur, debts beyond its ability to pay as those debts matured.

        The measure of insolvency for these purposes will vary depending upon the law of the jurisdiction that is being applied in any proceeding. Generally, however, the issuer or a guarantor of the notes, as the case may be, would be considered insolvent if:

•

the sum of the debts of the issuer or such guarantor, as the case may be, including contingent liabilities, is greater than its assets, at fair valuation;



•

the present fair saleable value of the assets of the issuer or such guarantor, as the case may be, is less than the amount required to pay the probable liability on its total existing debts and liabilities, including contingent liabilities, as they become absolute and matured; or



•

the issuer or guarantor, as the case may be, could not pay its debts as they became due.

        On the basis of our analysis, internal cash flow projections, estimated values of our assets and liabilities and other factors, we believe that at the time the issuer and each guarantor of the notes initially incurred the indebtedness represented by the notes or its guarantee of the notes, as applicable, each:

•

will not have been insolvent nor rendered insolvent as a result of the issuance thereof;



•

will have been in possession of sufficient capital to run its business effectively; and



•

will have been incurring debts within its ability to pay as they matured or became due.

        We cannot assure you as to what standard a court would apply in making these determinations or that a court passing on these questions would conclude that the issuer and the guarantors were solvent.

The notes may be affected by fluctuations in the market for non-investment-grade securities.

        Historically, the market for non-investment grade, or high-yield, debt securities has been subject to disruptions that have caused substantial volatility in their prices. To the extent that a trading market for the notes does develop, the liquidity of, and trading market for, the notes may be materially adversely affected by declines in the market for high-yield debt securities generally. These declines may materially adversely affect the price and trading of the notes, and the price at which they can be sold, independently of our financial performance and prospects.

Risks Related to Our Business and Operations

Government regulations could adversely affect our business, financial condition or results of operations.

        Our businesses are regulated by governmental authorities in the countries in which we operate. Because of our international operations, we must comply with diverse and evolving regulations. Regulation relates to, among other things, licensing, access to satellite transponders, commercial advertising, subscription rates, foreign investment, Internet gaming, and content, including standards of decency/obscenity. Changes in the regulation of our operations or changes in interpretations of existing regulations by courts or regulators or our inability to comply with current or future regulations could adversely affect us by reducing our revenues, increasing our operating expenses and exposing us to significant liabilities. While we are not able reliably to predict particular regulatory developments that could affect us adversely, those regulations related to adult content, the Internet and commercial advertising illustrate some of the potential difficulties we face.

15

        Adult content.    Regulation of adult content could prevent us from making our content available in various jurisdictions or otherwise have a material adverse effect on our business, financial condition or results of operations. The governments of some countries like China and India have sought to limit the influence of other cultures by restricting the distribution of products deemed to represent foreign or "immoral" influences.

        Internet.    Various governmental agencies are considering a number of legislative and regulatory proposals which may lead to laws or regulations concerning various aspects of the Internet, including online content, intellectual property rights, user privacy, taxation, access charges, liability for third-party activities and jurisdiction. Regulation of the Internet could materially adversely affect our business, financial condition or results of operations by reducing the overall use of the Internet, reducing the demand for our services or increasing our cost of doing business.

        Regulation of commercial advertising.    We receive a significant portion of our advertising revenues from companies selling tobacco and alcohol products. For the year ended December 31, 2002, beer/wine/liquor and tobacco represented 25% and 19%, respectively, of the total ad pages of Playboy magazine. Significant limitations on the ability of those companies to advertise in Playboy magazine or on our Internet sites either because of legislative, regulatory or court action could materially adversely affect our business, financial condition or results of operations. In August 1996, the Food & Drug Administration, or FDA, announced regulations which prohibited the publication of tobacco advertisements containing drawings, colors or pictures, which were later held unconstitutional by the U.S. Supreme Court. Nevertheless, future attempts may be made by other federal agencies to impose similar or other types of advertising limitations.

We may not be able to protect our intellectual property rights.

        We believe that our trademarks, particularly the Playboy name and Rabbit Head Design, and other proprietary rights are critical to our success, potential growth and competitive position. Accordingly, we devote substantial resources to the establishment and protection of our trademarks and proprietary rights. Our actions to establish and protect our trademarks and other proprietary rights, however, may not prevent imitation of our products by others or prevent others from claiming violations of their trademarks and proprietary rights by us. Any infringement or related claims, even if not meritorious, may be costly and time consuming to litigate, may distract management from other tasks of operating the business and may result in the loss of significant financial and managerial resources, which could harm our business, financial condition or operating results. These concerns are particularly relevant with regard to those international markets, such as China, in which it is especially difficult to enforce intellectual property rights.

Our business involves risks of liability claims for media content, which could adversely affect our business, financial condition or results of operations.

        As a distributor of media content, we may face potential liability for:

•

defamation;



•

invasion of privacy;



•

negligence;



•

copyright or trademark infringement; and



•

other claims based on the nature and content of the materials distributed.

        These types of claims have been brought, sometimes successfully, against broadcasters, publishers, online services and other disseminators of media content. We could also be exposed to liability in connection with material available through our Internet sites. Any imposition of liability that is not covered by insurance or is in excess of insurance coverage could have a material adverse effect on us. In addition, measures to reduce our exposure to liability in connection with material available through our Internet sites could require us to

16

take steps that would substantially limit the attractiveness of our Internet sites and/or their availability in various geographic areas, which would negatively affect their ability to generate revenue

Increases in paper prices or postal rates could adversely affect our operating performance.

        Paper costs are a substantial component of the manufacturing expenses of our publishing business and the direct marketing expenses of our online business. The market for paper has historically been cyclical, resulting in volatility in paper prices. An increase in paper prices could materially adversely affect our operating performance unless and until we can pass any increases through to the consumer.

        The cost of postage also affects the profitability of Playboy magazine and our online business. An increase in postage rates could materially adversely affect our operating performance unless and until we can pass the increase through to the consumer.

Limits on our access to satellite transponders could adversely affect our business, financial condition or results of operations.

        Our cable television and DTH operations require continued access to satellite transponders to transmit programming to cable or DTH operators. Material limitations on our access to these systems or satellite transponder capacity could materially adversely affect our business, financial condition or results of operations. Our access to transponders may be restricted or denied if:

•

we or the satellite owner is indicted or otherwise charged as a defendant in a criminal proceeding;



•

the FCC issues an order initiating a proceeding to revoke the satellite owner's authorization to operate the satellite;



•

the satellite owner is ordered by a court or governmental authority to deny us access to the transponder;



•

we are deemed by a governmental authority to have violated any obscenity law; or



•

our satellite transponder providers fail to provide the required services.

        In addition to the above, the access of Playboy TV, Spice and our other networks to transponders may be restricted or denied if a governmental authority commences an investigation concerning the content of their transmissions.

Failure to maintain our agreements with multiple system operators and DTH operators on favorable terms could adversely affect our business, financial condition or results of operations.

        We currently have agreements with the nation's six largest multiple system operators. We also have agreements with the principal DTH operators in the United States and Canada. Our agreements with these operators may be terminated on short notice without penalty. If one or more multiple system operators or DTH operators terminate or do not renew these agreements, or do not renew them on terms as favorable as current agreements, our business, financial condition or results of operations could be materially adversely affected.

Private advocacy group actions targeted at our content could result in limitations on our ability to distribute our products and programming and negatively impact our brand acceptance.

        Our ability to operate successfully depends on our ability to obtain and maintain distribution channels and outlets for our products. From time to time, private advocacy groups have sought to exclude our programming from local pay television distribution because of the adult-oriented content of the programming. In addition, from time to time, private advocacy groups have targeted Playboy magazine and its distribution outlets and advertisers, seeking to limit the magazine's availability because of its adult-oriented content. In

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addition to possibly limiting our ability to distribute our products and programming, negative publicity campaigns, lawsuits and boycotts could negatively affect our brand acceptance and cause additional financial harm by requiring that we incur significant expenditures to defend our business or discourage investors from investing in our securities.

We are subject to risks resulting from our operations outside the United States, and we face additional risks and challenges as we continue to expand internationally.

        The international scope of our operations may contribute to volatile financial results and difficulties in managing our business. For the year ended December 31, 2002, we derived approximately 16% of our consolidated revenues from countries outside the United States. Our international operations expose us to numerous challenges and risks, including, but not limited to, the following:

•

adverse political and economic conditions in various jurisdictions;



•

costs of complying with varying governmental regulations;



•

fluctuations in currency exchange rates;



•

difficulties in developing, acquiring or licensing programming and products that appeal to a variety of different audiences and cultures;



•

scarcity of attractive licensing and joint venture partners;



•

the potential need for opening and managing distribution centers abroad; and



•

difficulties in protecting intellectual property rights in foreign countries.

        In addition, important elements of our business strategy, including capitalizing on advances in technology, expanding distribution of our products and content and leveraging cross-promotional marketing capabilities, involve a continued commitment to expanding our business internationally. This international expansion will require considerable management and financial resources.

        We cannot assure you that one or more of these factors or the demands on our management and financial resources would not harm any current or future international operations and our business as a whole.

We may not realize the expected benefits of the Califa acquisition or the restructuring of the ownership of our international TV joint ventures.

        In July 2001, we acquired The Hot Network and The Hot Zone and the related television assets of Califa and the Vivid TV network and related television assets of VODI. We cannot be sure that we will realize the expected increased sales and profits and other benefits from the integration of the networks. In December 2002, we completed the restructuring of the ownership of our international TV joint ventures. Our venture partner, Claxson, has encountered significant financial difficulties. We cannot be certain that Claxson's financial condition will not adversely affect our remaining joint venture or subject our recently concluded joint venture ownership restructuring to challenge. As a result, we cannot be certain that we will realize the expected benefits from the restructuring.

If we engage in future acquisitions, we will incur a variety of costs and may never realize the anticipated benefits of the acquisition.

        If appropriate opportunities become available, we may attempt to acquire businesses, products or technologies that we believe are a strategic fit with our business. If we do undertake any transaction of this sort, the process of integrating an acquired business, product or technology may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be

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available for ongoing development of our business. Moreover, we may fail to realize the anticipated benefits of any acquisition. Future acquisitions could dilute existing stockholders' ownership interest in us and could cause us to incur debt, exposing us to future liabilities.

Any inability to identify, fund investment in and commercially exploit new technology could have an adverse impact on our business, financial condition or results of operations.

        We are engaged in a business that has experienced significant technological change over the past several years and is continuing to undergo technological change. Our ability to implement our business plan and to achieve the results projected by management will depend on management's ability to anticipate technological advances and implement strategies to take advantage of technological change. Any inability to identify, fund investment in and commercially exploit new technology or the commercial failure of any technology that we pursue, such as video on demand, could result in our business becoming burdened by obsolete technology and could have an adverse impact on our business, financial condition or results of operations.

Our Playboy Online Group may be adversely affected by failure on our part to satisfy consumers, by the impact of free content and by any decline in use of the Internet.

        Consumer Satisfaction.    The Internet industry is highly competitive. If we fail to continue to develop and introduce new content, features, functions or services effectively or fail to improve the consumer experience, our business, financial condition or results of operations could be materially adversely affected.

        Availability of free content.    To the extent free adult content on the Internet continues to be available or increases, it may negatively affect our ability to attract subscribers and other fee-paying customers.

        Internet use growth.    If use of the Internet declines we may not realize the expected benefits of our investments in the Playboy Online Group. Internet usage may be inhibited by, among other factors:

•

inadequate Internet infrastructure;



•

unwillingness of customers to shift their purchasing to on-line vendors;



•

security and privacy concerns;



•

the lack of compelling content;



•

problems relating to the development of the required technology infrastructure; and



•

the unavailability of cost-effective, high-speed service.

Our online operations are subject to security risks and systems failures.

        Security risks.    Online security breaches could materially adversely affect our Playboy Online Group business, financial condition or results of operations. Any well-publicized compromise of security could deter use of the Internet in general or use of the Internet to conduct transactions that involve transmitting confidential information or downloading sensitive materials in particular. In offering online payment services, we may increasingly rely on technology licensed from third parties to provide the security and authentication necessary to effect secure transmission of confidential information, such as consumer credit card numbers. Advances in computer capabilities, new discoveries in the field of cryptography or other developments could compromise or breach the algorithms that we use to protect our consumers' transaction data. In addition, experienced programmers or "hackers" may attempt to misappropriate proprietary information or cause interruptions in our services which could require us to expend significant capital and resources to protect against these problems.

        Other system failures.    The uninterrupted performance of our computer systems is critical to the operations of our Internet sites. Our computer systems are located at Level 3 Communications in Chicago,

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Illinois and, as such, may be vulnerable to fire, power loss, telecommunications failures and other similar catastrophes. In addition, we may have to restrict access to our Internet sites to solve problems caused by computer viruses or other system failures. Our customers may become dissatisfied by any systems disruption or failure that interrupts our ability to provide our content. Repeated system failures could substantially reduce the attractiveness of our Internet sites and/or interfere with commercial transactions, negatively affecting our ability to generate revenues. Our Internet sites must accommodate a high volume of traffic and deliver regularly updated content. Our sites have, on occasion, experienced slower response times and network failures. These types of occurrences in the future could cause users to perceive our web sites as not functioning properly and therefore induce them to frequent Internet sites other than ours. In addition, our customers depend on their own Internet service providers for access to our sites. Our revenues could be negatively affected by outages or other difficulties customers experience in accessing our Internet sites due to Internet service providers' system disruptions or similar failures unrelated to our systems. Our insurance policies may not adequately compensate us for any losses that may occur due to any failures in our Internet systems or the systems of our customers' Internet service providers.

We may not be able to successfully compete with direct competitors or with other forms of entertainment.

        We derive a significant portion of our revenue from subscriber-based fees, advertising and licensing, for which we compete with various other media, including magazines, newspapers, television, radio and Internet web sites that offer customers information and services similar to what we provide. We also compete with providers of alternative leisure time activities and media. Competition could result in price reductions, reduced margins or loss of market share, any of which could have a material adverse effect on our business, financial condition or results of operations.

        We face competition on both country and regional levels. In addition, each of our businesses competes with companies that deliver content through the same platforms and with companies that operate in different media businesses. We cannot assure you that we can remain competitive with companies that have greater resources or that offer alternative entertainment and information options.

If we are unable to generate revenues from advertising and sponsorships, or if we were to lose our large advertisers or sponsors, our business would be harmed.

        If companies perceive Playboy magazine or Playboy.com to be a limited or ineffective advertising medium, they may be reluctant to advertise in our products or be a sponsor of our company. Our ability to generate significant advertising and sponsorship revenues depends upon several factors, including, among others, the following:

•

our ability to maintain a large, demographically attractive subscriber base for Playboy magazine and Playboy.com;



•

our ability to maintain attractive advertising rates;



•

our ability to attract advertisers and sponsors; and



•

our ability to provide effective advertising delivery and measurement systems.

        Our advertising revenues are also dependent on the level of spending by advertisers, which is impacted by a number of factors beyond our control, including general economic conditions, changes in consumer purchasing and viewing habits and changes in the retail sales environment. Our existing competitors, as well as potential new competitors, may have significantly greater financial, technical and marketing resources than we do. These companies may be able to undertake more extensive marketing campaigns, adopt aggressive advertising pricing policies and devote substantially more resources to attracting advertising customers.

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We depend on our key personnel.

        We believe that our ability to successfully implement our business strategy and to operate profitably depends on the continued employment of some of our senior management team. If these members of the management team become unable or unwilling to continue in their present positions, our business, financial condition or results of operations could be materially adversely affected.

Our principal equity owner may cause us to pursue strategies opposed to the interests of our noteholders or with which you disagree.

        As of February 28, 2003, Mr. Hefner beneficially owned approximately 69.53% of our Class A common stock. As a result, given that our Class B common stock is non-voting, Mr. Hefner possesses significant influence over Playboy on all matters, including the election of directors as well as transactions involving a potential change of control. Mr. Hefner may support, and cause us to pursue, strategies and directions that are not in the interests of our noteholders or with which you disagree.

Risks Related to the Exchange Offer

Any outstanding old notes after the consummation of the exchange offer will continue to be subject to existing transfer restrictions, and the holders of old notes after the consummation of the exchange offer may not be able to sell their old notes.

        We did not register the old notes under the Securities Act or any state securities laws, nor do we intend to do so after the exchange offer. As a result, the old notes may only be transferred in limited circumstances under the securities laws. If you do not exchange your old notes in the exchange offer, you will lose your right to have the old notes registered under the Securities Act, subject to certain limitations. If you continue to hold old notes after the exchange offer, you may be unable to sell the old notes. Old notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to existing transfer restrictions.

Lack of an active market for the new notes may adversely affect the liquidity and market price of the new notes.

        While the old notes are presently eligible for trading in the PORTAL® Market, there is no existing market for the new notes. The initial purchasers of the old notes have advised us that they currently intend to make a market in the new notes following the exchange offer, but they are not obligated to do so, and any market-making may be stopped at any time without notice. We do not intend to apply for a listing of the new notes on any securities exchange. We do not know if an active public market for the new notes will develop or, if developed, will continue. If an active public market does not develop or is not maintained, the market price and liquidity of the new notes may be adversely affected. We cannot make any assurances regarding the liquidity of the market for the new notes, the ability of holders to sell their new notes or the price at which holders may sell their new notes. In addition, the liquidity and the market price of the new notes may be adversely affected by changes in the overall market for securities similar to the new notes, by changes in our business, financial condition or results of operations and by changes in conditions in our industry.

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USE OF PROCEEDS

        We will not receive any proceeds from the exchange offer. Because we are exchanging the new notes for the old notes, which have substantially identical terms, the issuance of the new notes will not result in any increase in our indebtedness. The exchange offer is intended to satisfy our obligations under the registration rights agreement.

        Gross proceeds from the offering of the old notes were $115 million. The net proceeds from the issuance of the old notes were approximately $108.1 million, after deducting the initial purchasers' discount and certain offering expenses. Approximately $73.3 million of the net proceeds was used to repay in full all outstanding indebtedness under our then-existing credit facility, and approximately $17.3 million was used to fund payment of the amounts due in 2003 as a portion of the deferred acquisition price for the Califa acquisition. The balance of the net proceeds has been used for working capital and other general corporate purposes.

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CAPITALIZATION

        The following is a summary of our consolidated debt and total capitalization as of March 31, 2003. You should read this summary in conjunction with "Selected Financial Data" and our consolidated financial statements, including the accompanying notes, included elsewhere in this prospectus.

			As of March 31, 2003
			(unaudited) (in thousands)
Cash and cash equivalents			$	27,226
Debt:
	Credit facility(1)			—
	11% Senior Secured Notes due 2010			115,000
		Total debt		115,000
Acquisition liabilities(2)				39,608
Shareholders' equity				88,211
Total capitalization(3)			$	242,819

(1)

The credit facility provides for borrowings of up to $20 million on a revolving basis.

(2)

Consists of the net present value of the deferred purchase price ($31.9 million as of March 31, 2003) in connection with the Califa acquisition and the deferred purchase price relating to the 1999 acquisition of 100% of Playboy TV UK which we assumed in connection with the restructuring of the ownership of our international TV joint ventures. Under the terms of the Califa acquisition, we may, at our option, pay up to $26.9 million of this amount by issuing shares of our Class B common stock in lieu of cash. The liability in connection with the Playboy TV UK acquisition ($7.7 million as of March 31, 2003) will be paid semi-annually in cash based on a specified percentage of revenue received from the Playboy TV UK business.

(3)

Excludes minority interests of $36.9 million.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

        Simultaneously with the issuance and sale of the old notes on March 11, 2003, the issuer and the guarantors entered into a registration rights agreement with Banc of America Securities LLC and Lazard Frères & Co. LLC, the initial purchasers of the old notes. Under the registration rights agreement, the issuer and the guarantors agreed, among other things, to:

•

file with the SEC an exchange offer registration statement relating to the new notes on or prior to July 9, 2003;



•

use their reasonable best efforts to have the registration statement declared effective by the SEC on or prior to September 7, 2003; and



•

use their reasonable best efforts to consummate an exchange offer, in which new notes will be issued in exchange for old notes, within 30 business days, or longer if required by federal securities laws, after the registration statement is declared effective.

The issuer and the guarantors are conducting the exchange offer to satisfy these obligations under the registration rights agreement.

        Under some circumstances, the issuer and the guarantors may be required to file and use their reasonable best efforts to cause to be declared effective by the SEC, in addition to or in lieu of the exchange offer registration statement, a shelf registration statement covering resales of the old notes. If the issuer and the guarantors fail to meet specified deadlines under the registration rights agreement, then the issuer, and, to the extent of their guarantees of the notes, the guarantors, will be obligated to pay liquidated damages to holders of the old notes. See "— Registration Rights; Liquidated Damages."

Terms of the Exchange Offer

        The issuer and the guarantors are offering to exchange an aggregate principal amount of up to $115 million of new notes and guarantees thereof for a like aggregate principal amount of old notes and guarantees thereof. The new notes will evidence the same debt as the old notes for which they are exchanged and will, like the old notes, be issued under and entitled to the benefits of the indenture. The form and terms of the new notes issued in the exchange offer will be the same as the form and terms of the old notes, except that the new notes

•

will be registered under the Securities Act;



•

will not bear restrictive legends restricting their transfer under the Securities Act;



•

will not be entitled to the registration rights that apply to the old notes; and



•

will not contain provisions relating to liquidated damages in connection with the old notes under circumstances related to the timing of the exchange offer.

The exchange offer is not extended to holders of old notes in any jurisdiction where the exchange offer would not comply with the securities or blue sky laws of that jurisdiction.

        As of the date of this prospectus, $115 million aggregate principal amount of old notes is outstanding and registered in the name of Cede & Co., as nominee for DTC. Only registered holders of the old notes, or their legal representatives and attorneys-in-fact, as reflected on the records of the trustee under the indenture, may participate in the exchange offer. The issuer and the guarantors will not set a fixed record date for determining registered holders of the old notes entitled to participate in the exchange offer. This prospectus, together with the letter of transmittal, is being sent to all registered holders of old notes and to others believed to have beneficial interests in the old notes.

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        Upon the terms and subject to the conditions described in this prospectus and in the accompanying letter of transmittal, the issuer will accept for exchange old notes which are properly tendered on or before the expiration date and not withdrawn as permitted below. As used in this section of the prospectus entitled, "The Exchange Offer," the term "expiration date" means 5:00 p.m., New York City time, on                        , 2003. If, however, the issuer and the guarantors, in their sole discretion, extend the period of time for which the exchange offer is open, the term "expiration date" means the latest time and date to which the exchange offer is so extended. Old notes tendered in the exchange offer must be in denominations of the principal amount of $1,000 and any integral multiple of $1,000 in excess thereof.

        If you do not tender your old notes or if you tender old notes that are not accepted for exchange, your old notes will remain outstanding. Existing transfer restrictions would continue to apply to old notes that remain outstanding. See "Consequences of Failure to Exchange Old Notes" for more information regarding old notes outstanding after the exchange offer. Holders of the old notes do not have any appraisal or dissenters' rights in connection with the exchange offer.

        None of the issuer and the guarantors, their respective boards of directors or their management recommends that you tender or not tender old notes in the exchange offer or has authorized anyone to make any recommendation. You must decide whether to tender old notes in the exchange offer and, if you decide to tender, the aggregate amount of old notes to tender.

        The issuer and the guarantors have the right, in their reasonable discretion and in accordance with applicable law, at any time:

•

to extend the expiration date;



•

to delay the acceptance of any old notes;



•

to terminate the exchange offer and not accept any old notes for exchange if the issuer and the guarantors determine that any of the conditions to the exchange offer described below under "— Conditions to the Exchange Offer" have not occurred or have not been satisfied; and



•

to amend the terms of the exchange offer in any manner.

        During an extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by the issuer.

        We will give oral or written notice of any extension, delay, non-acceptance, termination or amendment to the exchange agent as promptly as practicable and make a public announcement of the extension, delay, non-acceptance, termination or amendment. In the case of an extension, the announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        If the issuer and the guarantors amend the exchange offer in a manner that we consider material, we will as promptly as practicable distribute a prospectus supplement to the holders of the old notes disclosing the change and extend the exchange offer for a period of five to ten business days, depending upon the significance of the amendment and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during the five to ten business day period.

Procedures for Tendering Old Notes

Valid Tender

        When the holder of old notes tenders, and the issuer accepts, old notes for exchange, a binding agreement between the issuer and the guarantors, on the one hand, and the tendering holder, on the other hand, is created, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal.

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        Except as described below under "— Guaranteed Delivery," a holder of old notes who wishes to tender old notes for exchange must, on or prior to the expiration date:

•

transmit a properly completed and duly executed letter of transmittal, together with all other documents required by the letter of transmittal, to the exchange agent at the address provided below under "— Exchange Agent"; or



•

if old notes are tendered in accordance with the book-entry procedures described below under "—Book-Entry Transfers," arrange with DTC to cause an agent's message to be transmitted to the exchange agent at the address provided below under "— Exchange Agent."

The term "agent's message" means a message transmitted to the exchange agent by DTC which states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that the issuer and the guarantors may enforce the letter of transmittal against that holder.

        In addition, on or prior to the expiration date:

•

the exchange agent must receive the certificates for the old notes being tendered; or



•

the exchange agent must receive a confirmation, referred to as a "book-entry confirmation," of the book-entry transfer of the old notes being tendered into the exchange agent's account at DTC, and the book-entry confirmation must include an agent's message; or



•

the holder must comply with the guaranteed delivery procedures described below under
"—Guaranteed Delivery."

        If you beneficially own old notes and those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian and you wish to tender your old notes in the exchange offer, you should contact the registered holder as soon as possible and instruct it to tender the old notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.

        The method of delivery of the certificates for the old notes, the letter of transmittal and all other required documents is at your election and risk. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured, or overnight delivery service. In all cases, you should allow sufficient time to assure delivery to the exchange agent before the expiration date. Delivery is complete when the exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent. Do not send letters of transmittal or old notes to the issuer or any guarantor.

        The issuer will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a letter of transmittal or by causing the transmission of an agent's message, waives any right to receive any notice of the acceptance of such tender.

Signature Guarantees

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes surrendered for exchange are tendered:

•

by a registered holder of old notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal; or



•

for the account of an eligible institution.

        An "eligible institution" is a firm or other entity which is identified as an "Eligible Guarantor Institution" in Rule 17Ad-15 under the Exchange Act, including:

•

a bank;

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•

a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;



•

a credit union;



•

a national securities exchange, registered securities association or clearing agency; or



•

a savings association.

        If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution.

        If old notes are registered in the name of a person other than the signer of the letter of transmittal, the old notes surrendered for exchange must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the issuer and the guarantors in their sole discretion, duly executed by the registered holder with the holder's signature guaranteed by an eligible institution, and must also be accompanied by such opinions of counsel, certifications and other information as the issuer and the guarantors or the trustee under the indenture for the old notes may require in accordance with the restrictions on transfer applicable to the old notes.

Book-Entry Transfers

        For tenders by book-entry transfer of old notes cleared through DTC, the exchange agent will make a request to establish an account at DTC for purposes of the exchange offer. Any financial institution that is a DTC participant may make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may use the Automated Tender Offer Program, or ATOP, procedures to tender old notes. Accordingly, any participant in DTC may make book-entry delivery of old notes by causing DTC to transfer those old notes into the exchange agent's account at DTC in accordance with DTC's ATOP procedures.

        Notwithstanding the ability of holders of old notes to effect delivery of old notes through book-entry transfer at DTC, either:

•

the letter of transmittal or an agent's message in lieu of the letter of transmittal, with any required signature guarantees and any other required documents, must be transmitted to and received by the exchange agent prior to the expiration date at the address given below under "— Exchange Agent"; or



•

the guaranteed delivery procedures described below must be complied with.

Guaranteed Delivery

        If a holder wants to tender old notes in the exchange offer and (1) the certificates for the old notes are not immediately available or all required documents are unlikely to reach the exchange agent on or prior to the expiration date, or (2) a book-entry transfer cannot be completed on a timely basis, the old notes may be tendered if:

•

the tender is made by or through an eligible institution;



•

the eligible institution delivers a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided, to the exchange agent by hand, facsimile, mail or overnight delivery service on or prior to the expiration date:



•

stating that the tender is being made;



•

setting forth the name and address of the holder of the old notes being tendered and the amount of the old notes being tendered; and

27

•

guaranteeing that, within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal, or an agent's message, with any required signature guarantees and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the exchange agent; and



•

the exchange agent receives the certificates for the old notes, or a book-entry confirmation, and a properly completed and duly executed letter of transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

Determination of Validity

        The issuer and the guarantors, in their sole discretion, will resolve all questions regarding the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered old notes. The determination of these questions by the issuer and the guarantors, as well as their interpretation of the terms and conditions of the exchange offer, including the letter of transmittal, will be final and binding on all parties. A tender of old notes is invalid until all defects and irregularities have been cured or waived. Holders must cure any defects and irregularities in connection with tenders of old notes for exchange within such reasonable period of time as the issuer and the guarantors will determine, unless they waive the defects or irregularities. None of the issuer and the guarantors, any of their respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any defects or irregularities in tenders, nor will any of them be liable for failing to give any such notice.

        The issuer and the guarantors reserve the absolute right, in their sole and absolute discretion:

•

to reject any tenders determined to be in improper form or unlawful;



•

to waive any of the conditions of the exchange offer; and



•

to waive any condition or irregularity in the tender of old notes by any holder, whether or not we waive similar conditions or irregularities in the case of other holders.

        If any letter of transmittal, certificate, endorsement, bond power, power of attorney, or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must indicate such capacity when signing. In addition, unless waived by the issuer, the person must submit proper evidence satisfactory to the issuer, in its sole discretion, of the person's authority to so act.

Acceptance of Old Notes for Exchange; Delivery of New Notes

        Upon satisfaction or waiver of all of the conditions to the exchange offer, the issuer will accept, as soon as practicable after the expiration date, all old notes properly tendered, and will as promptly as practicable thereafter issue new notes registered under the Securities Act. See "— Conditions to the Exchange Offer" for a discussion of the conditions that must be satisfied or waived before old notes are accepted for exchange. The exchange agent might not deliver the new notes to all tendering holders at the same time. The timing of delivery depends upon when the exchange agent receives and processes the required documents.

        For purposes of the exchange offer, the issuer will be deemed to have accepted properly tendered old notes for exchange when it gives oral or written notice to the exchange agent of acceptance of the tendered old notes, with written confirmation of any oral notice to be given promptly thereafter. The exchange agent is the agent of the issuer for receiving tenders of old notes, letters of transmittal and related documents.

        For each old note accepted for exchange, the holder will receive a new note registered under the Securities Act having a principal amount equal to, and in the denomination of, that of the surrendered old

28

note. Accordingly, registered holders of new notes issued in the exchange offer on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid on the old notes or, if no interest has been paid on the old notes, from March 11, 2003. Old notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer.

        In all cases, the issuer will issue new notes in the exchange offer for old notes that are accepted for exchange only after the exchange agent timely receives

•

certificates for those old notes or a timely book-entry confirmation of the transfer of those old notes into the exchange agent's account at DTC;



•

a properly completed and duly executed letter of transmittal or an agent's message; and



•

all other required documents.

        If for any reason under the terms and conditions of the exchange offer the issuer does not accept any tendered old notes, or if a holder submits old notes for a greater principal amount than the holder desires to exchange, the issuer will return the unaccepted or non-exchanged old notes without cost to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer. In the case of old notes tendered by book-entry transfer through DTC, any unexchanged old notes will be credited to an account maintained with DTC.

Resales of New Notes

        Based on interpretive letters issued by the SEC staff to other, unrelated issuers in transactions similar to the exchange offer, we believe that a holder of new notes, other than a broker-dealer, may offer new notes (together with the guarantees thereof) for resale, resell and otherwise transfer the new notes (and the related guarantees) without delivering a prospectus to prospective purchasers, if the holder acquired the new notes in the ordinary course of business, has no intention of engaging in a "distribution," as defined under the Securities Act, of the new notes and is not an "affiliate," as defined under the Securities Act, of the issuer or any guarantor. We will not seek our own interpretive letter. As a result, we cannot assure you that the SEC staff would take the same position with respect to this exchange offer as it did in interpretive letters to other parties in similar transactions.

        If the holder is an affiliate of the issuer or any guarantor or is engaged in, or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution of the new notes, that holder or other person may not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        By tendering old notes, the holder of those old notes will represent to the issuer and the guarantors that, among other things:

•

the holder is not an affiliate of the issuer or any guarantor;



•

the holder is acquiring the new notes in its ordinary course of business;



•

the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the new notes; and



•

the holder is not acting on behalf of any person who could not truthfully make the foregoing representations.

        Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by it as a result of market-making activities or other trading activities, may be deemed to be an "underwriter" within the meaning of the Securities Act and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the new notes.

29

The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution and Selling Restrictions" for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer and the new notes.

Withdrawal Rights

        You can withdraw tenders of old notes at any time prior to the expiration date. For a withdrawal to be effective, you must deliver a written notice of withdrawal to the exchange agent or comply with the appropriate procedures of ATOP. Any notice of withdrawal must:

•

specify the name of the person that tendered the old notes to be withdrawn;



•

identify the old notes to be withdrawn, including the principal amount of those old notes; and



•

where certificates for old notes are transmitted, the name of the registered holder of the old notes if different from the person withdrawing the old notes.

        If you delivered or otherwise identified certificated old notes to the exchange agent, you must submit the serial numbers of the old notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of old notes tendered for the account of an eligible institution. See "The Exchange Offer — Procedures for Tendering Old Notes — Signature Guarantees" for further information on the requirements for guarantees of signatures on notices of withdrawal. If you tendered old notes in accordance with applicable book-entry transfer procedures, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and you must deliver the notice of withdrawal to the exchange agent. You may not rescind withdrawals of tender; however, old notes properly withdrawn may again be tendered at any time on or prior to the expiration date in accordance with the procedures described under "The Exchange Offer — Procedures for Tendering Old Notes."

        The issuer and the guarantors will determine, in their sole discretion, all questions regarding the validity, form and eligibility, including time of receipt, of notices of withdrawal. Their determination of these questions as well as their interpretation of the terms and conditions of the exchange offer (including the letter of transmittal) will be final and binding on all parties. None of the issuer and the guarantors, any of their respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will any of them be liable for failing to give any such notice.

        Withdrawn old notes will be returned to the holder as soon as practicable after withdrawal without cost to the holder. In the case of old notes tendered by book-entry transfer through DTC, the old notes withdrawn will be credited to an account maintained with DTC.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, the issuer is not required to accept for exchange, or to issue new notes in exchange for, any old notes, and the issuer and the guarantors may terminate or amend the exchange offer, if at any time prior to the expiration date, the issuer and the guarantors determine that the exchange offer violates applicable law or SEC policy.

        The foregoing conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to any such condition, or we may waive the conditions, completely or partially, whenever or as many times as we choose, in our reasonable discretion. The foregoing rights are not deemed waived because we fail to exercise them, but continue in effect, and we may still assert them whenever or as many times as we choose. If we determine that a waiver of conditions materially changes the exchange offer, the prospectus will be amended or supplemented, and the exchange offer extended, if appropriate, as described under "— Terms of the Exchange Offer."

30

        In addition, at a time when any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or with respect to the qualification of the indenture under the Trust Indenture Act of 1939, as amended, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes.

        If the issuer and the guarantors are not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy, the registration rights agreement requires that the issuer and the guarantors file a shelf registration statement to cover resales of the old notes by the holders thereof who satisfy specified conditions relating to the provision of information in connection with the shelf registration statement. See "— Registration Rights; Liquidated Damages."

Exchange Agent

        We have appointed Bank One, N.A. as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent. Holders of old notes seeking to tender old notes in the exchange offer should send certificates for old notes, letters of transmittal and any other required documents to the exchange agent by registered, certified or regular mail, hand delivery, overnight delivery service or facsimile, as follows:

Bank One, N.A.
1111 Polaris Parkway
Suite N1-OH1-0184
Columbus, Ohio 43240
Attention: Exchanges

Facsimile:
614-248-9987

For confirmation call
800-346-5153

        If you deliver the letter of transmittal or any other required documents to an address or facsimile number other than as indicated above, your tender of old notes will be invalid.

Fees and Expenses

        The registration rights agreement provides that the issuer and the guarantors will bear all expenses in connection with the performance of their obligations relating to the registration of the new notes and the conduct of the exchange offer. These expenses include registration and filing fees, accounting and legal fees and printing costs, among others. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees and fiduciaries for customary mailing and handling expenses incurred by them in forwarding this prospectus and related documents to their clients that are holders of old notes and for handling or tendering for those clients.

        We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of old notes pursuant to the exchange offer.

Transfer Taxes

        Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however, new notes issued in the exchange offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the old notes tendered, or if a transfer tax is imposed for any reason other than the exchange of old notes in connection with the exchange offer, then any such transfer taxes, whether imposed on the registered holder or on any other person, will be

31

payable by the holder or such other person. If satisfactory evidence of payment of, or exemption from, such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

        The new notes will be recorded at the same carrying value as the old notes. Accordingly, we will not recognize any gain or loss for accounting purposes. We intend to amortize the expenses of the exchange offer and issuance of the old notes over the term of the new notes.

Consequences of Failure to Exchange Old Notes

        Holders of the old notes do not have any appraisal or dissenters' rights in the exchange offer. Old notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, remain outstanding and continue to be subject to the provisions in the indenture regarding the transfer and exchange of the old notes and the existing restrictions on transfer set forth in the legends on the old notes. In general, the old notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Following the consummation of the exchange offer, except in limited circumstances with respect to specific types of holders of old notes, the issuer and the guarantors will have no further obligation to provide for the registration under the Securities Act of the old notes. See "— Registration Rights; Liquidated Damages." We do not currently anticipate that we will take any action following the consummation of the exchange offer to register the old notes under the Securities Act or under any state securities laws.

        The new notes and any old notes which remain outstanding after consummation of the exchange offer will vote together for all purposes as a single class under the indenture.

Registration Rights; Liquidated Damages

        If:

•

the issuer and the guarantors are not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy; or



•

any holder of old notes notifies the issuer prior to the 20th day following consummation of the exchange offer that:



•

such holder is prohibited by applicable law or SEC policy from participating in the exchange offer;



•

such holder may not resell the new notes acquired by it in the exchange offer to the public without delivering a prospectus, and this prospectus is not appropriate or available for such resales; or



•

it is a broker-dealer and owns old notes acquired directly from the issuer or an affiliate of the issuer,

then the issuer and the guarantors will be required under the registration rights agreement to file with the SEC a shelf registration statement to cover resales of the old notes by the holders thereof who satisfy specified conditions relating to the provision of information in connection with the shelf registration statement.

        If a shelf registration statement is required, the issuer and the guarantors must

•

file the shelf registration statement with the SEC on or prior to 120 days after the filing obligation arises;

32

•

use reasonable best efforts to cause the shelf registration statement to become effective on or prior to the 180th day after the date they become obligated to file the shelf registration statement;



•

use reasonable best efforts to keep the shelf registration statement continuously effective for at least two years following the effective date of the shelf registration statement or for such shorter period that will terminate when all of the old notes covered by the shelf registration statement have been sold pursuant to the shelf registration statement.

        If:

•

the issuer and the guarantors fail to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing;



•

any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness, referred to as the effectiveness target date;



•

the issuer and the guarantors fail to consummate the exchange offer within 30 business days, or longer, if required by federal securities laws, after the effectiveness target date with respect to the exchange offer registration statement; or



•

any registration statement required by the registration rights agreement is filed and declared effective but thereafter ceases to be effective or usable in connection with resales or exchanges of the old notes during the periods specified in the registration rights agreement

(each such event is referred to as a "registration default"), then the issuer, and, to the extent of their guarantees of the notes, the guarantors, will be obligated to pay liquidated damages to each holder of the old notes, with respect to the first 90-day period immediately following the occurrence of the first registration default in an amount equal to $.05 per week per $1,000 principal amount of the old notes held by such holder.

        The amount of liquidated damages will increase by an additional $.05 per week per $1,000 principal amount of old notes with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum amount of liquidated damages for all registration defaults of $.25 per week per $1,000 principal amount of old notes. Following the cure of all registration defaults, the accrual of liquidated damages will cease.

        All accrued liquidated damages will be paid to the holders of record of the old notes entitled to receive liquidated damages in the manner provided for the payment of interest in the indenture on each interest payment date. See "Description of the Notes — Methods of Receiving Payments on the Notes."

        For a holder to have old notes included in the shelf registration statement, the holder must furnish to the issuer in writing, within 20 days after receipt of a request from the issuer, any information the issuer may reasonably request for use in the shelf registration statement, including information regarding the holder of old notes that is required under applicable SEC rules to be included in the shelf registration statement. No holder of old notes will be entitled to liquidated damages because of the issuer's failure to include the holder's old notes in the shelf registration statement unless and until the holder has provided all such information. Holders of old notes will also be required to suspend their use of the prospectus included in the shelf registration statement under specified circumstances upon receipt of written notice to that effect from the issuer.

        For further information concerning the registration rights of holders of old notes, you should refer to the registration rights agreement, which is Exhibit 4.1(x) to the registration statement of which this prospectus is a part. See "Description of the Notes — Additional Information," "Where You Can Find More Information" and "Incorporation by Reference."

33

SELECTED FINANCIAL DATA

        The financial and operating data set forth below should be read in conjunction with, and are qualified by reference to, the financial statements and related notes included elsewhere in this prospectus, and the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in Playboy Enterprises, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2003, which are incorporated herein by reference. See "Where You Can Find More Information" and "Incorporation by Reference."

			Three Months Ended March 31,						Fiscal Year Ended December 31,
			2003			2002			2002			2001			2000			1999			1998
			(unaudited)
			(in thousands, except per share amounts, percentages, number of employees and ad pages)
Selected financial data (1)
Net revenues			$	74,281		$	66,147		$	277,622		$	287,583		$	303,360		$	344,044		$	314,360
Interest expense, net				(3,506	)		(4,433	)		(15,022	)		(13,184	)		(7,629	)		(6,179	)		(1,424	)
Income (loss) from continuing operations before cumulative effect of change in accounting principle				632			(9,387	)		(17,135	)		(29,323	)		(47,626	)		(5,568	)		4,320
Net income (loss)				632			(9,387	)		(17,135	)		(33,541	)		(47,626	)		(5,335	)		4,320
Basic and diluted earnings per common share
	Income (loss) from continuing operations before cumulative effect of change in accounting principle			0.02			(0.38	)		(0.67	)		(1.20	)		(1.96	)		(0.24	)		0.21
	Net income (loss)			0.02			(0.38	)		(0.67	)		(1.37	)		(1.96	)		(0.23	)		0.21
EBITDA (2)
	Net income (loss)			632			(9,387	)		(17,135	)		(33,541	)		(47,626	)		(5,335	)		4,320
	Adjusted for:
		Cumulative effect of change in accounting principle (net of tax)		—			—			—			4,218			—			—			—
		Gain on disposal of discontinued operations (net of tax)		—			—			—			—			—			(233	)		—
		Income tax expense (benefit)		1,250			6,454			8,544			996			16,227			(862	)		2,705
		Interest expense		3,562			4,472			15,147			13,970			9,148			7,977			1,551
		Depreciation and amortization		12,717			12,255			51,619			51,904			44,911			42,691			30,313
		Amortization of deferred financing fees		275			240			993			905			840			613			—
		Amortization of restricted stock awards		45			720			2,748			—			—			—			—
		Equity in operations of PTVI and other		(51	)		(49	)		(279	)		746			375			13,871			378
	EBITDA			18,430			14,705			61,637			39,198			23,875			58,722			39,267
Cash flows from operating activities				(4,613	)		6,466			14,328			(7,945	)		(31,150	)		16,100			(11,110	)
Cash flows from investing activities				(590	)		609			(3,158	)		(2,853	)		(3,889	)		(68,126	)		(10,120	)
Cash flows from financing activities			$	28,311		$	(11,165	)	$	(11,662	)	$	12,874		$	14,045		$	75,213		$	20,624
Ratio of earnings to fixed charges (3)				1.48x			0.53x			0.64x			—			—			1.57x			2.39x
Total assets (at period end)			$	394,425		$	410,169		$	369,721		$	426,240		$	388,488		$	429,402		$	212,107
Long-term financing obligations (at period end)			$	115,000		$	70,186		$	68,865		$	78,017		$	94,328		$	75,000		$	—
Shareholders' equity (at period end)			$	88,211		$	72,969		$	87,815		$	81,525		$	114,185		$	161,281		$	84,202
Long-term financing obligations as a percentage of total capitalization (at period end)				57	%		49	%		44	%		49	%		45	%		32	%		—	%
Number of common shares outstanding (at period end)
	Class A voting			4,864			4,864			4,864			4,864			4,859			4,859			4,749
	Class B nonvoting			21,428			19,692			21,181			19,666			19,407			19,288			15,868
Number of full-time employees (at period end)				580			607			581			610			686			780			758
Selected operating data
Playboy magazine ad pages				116			121			515			618			674			640			601
Cash investments in company-produced and licensed entertainment programming			$	12,399		$	10,551		$	41,717		$	37,254		$	33,061		$	35,262		$	25,902
Amortization of investments in company- produced and licensed entertainment programming			$	9,523		$	9,352		$	40,626		$	37,395		$	33,253		$	34,341		$	26,410
Household units (at period end) (4)
	Playboy TV networks
		DTH		19,900			18,700			19,200			18,100			15,400			12,400			9,800
		Cable digital		15,100			11,400			14,000			10,300			3,200			1,300			200
		Cable analog addressable		4,800			7,700			5,700			7,800			11,000			11,700			11,700
	Playboy TV en Español (5)
		DTH		7,400			—			7,000			—			—			—			—
		Cable digital		2,800			—			2,700			—			—			—			—
	Movie networks (6)
		DTH		39,500			36,700			38,400			35,300			—			—			—
		Cable digital		39,600			30,600			36,900			25,300			8,400			3,900			—
		Cable analog addressable		9,400			17,700			10,800			17,000			16,200			18,300			—

(footnotes on following page)

34

(1)

Certain amounts reported for prior periods have been reclassified to conform to the current year's presentation.

(2)

In order to fully assess our financial results, management believes that EBITDA is an appropriate measure of evaluating our operating performance and liquidity, because it reflects the resources available for strategic opportunities including, among others, to invest in the business, make strategic acquisitions and strengthen the balance sheet. Finally, EBITDA is used to determine compliance with some of our credit facilities. However, this measure should be considered in addition to, and not as a substitute for or superior to, any measure of performance, cash flows or liquidity prepared in accordance with GAAP.

(3)

For purposes of computing the ratio of earnings to fixed charges, earnings represents the aggregate of:

•

pretax income (loss) from continuing operations before minority interests in consolidated subsidiaries or income (loss) from equity investees; plus

•

fixed charges, which include interest, amortized premiums related to indebtedness and estimate of interest within rental expense (33%).

Earnings were insufficient to cover fixed charges by $26.9 million and $30.9 million for the fiscal years ended December 31, 2001 and 2000, respectively.

(4)

Each household unit is defined as one household carrying one given network per carriage platform. A single household can represent multiple household units if two or more of our networks and/or multiple platforms (i.e. digital and analog) are available to that household.

(5)

We obtained 100% distribution rights of Playboy TV en Español in the U.S. Hispanic market in December 2002 in connection with the restructuring of the ownership of our international TV joint ventures. Prior to the restructuring, this network was included in international TV's household units.

(6)

We acquired two Spice networks in March 1999 and three networks in July 2001 in connection with the Califa acquisition.

35

DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS

        We have a credit agreement with Bank of America, N.A. and LaSalle Bank National Association that, subject to the terms and conditions set forth in the credit agreement, provides us with a secured revolving credit facility for working capital advances and letters of credit in the amount of up to $20 million. As of March 31, 2003, there were no borrowings and $11.6 million in letters of credit outstanding under the credit facility.

        The following description of the credit facility is qualified in its entirety by reference to the complete text of the documents entered into in connection therewith, which documents comprise Exhibits 10.9 and 4.1(w) to the registration statement of which this prospectus is a part. See "Where You Can Find More Information" and "Incorporation by Reference."

Term

        Borrowings under the credit facility will mature on March 11, 2006.

Interest

        For purposes of calculating interest, revolving loans under the credit facility are designated as IBOR committed loans or, in certain circumstances, base rate committed loans.

        IBOR committed loans bear interest at the offshore dollar inter bank rate plus a borrowing margin as described below. Interest on IBOR committed loans is payable at the end of the applicable interest period in the case of interest periods of one, two or three months and every three months in the case of interest periods which exceed three months.

        Base rate committed loans bear interest at (a) the greater of (i) the rate most recently announced by Bank of America as its "prime rate" or (ii) the federal funds rate plus ¹/2 of 1% per annum; plus (b) a borrowing margin as described below. Interest on base rate committed loans is payable quarterly in arrears.

        Letters of credit issued under the credit facility accrue fees at the borrowing margin described below.

        The credit facility provides that the initial applicable borrowing margins will be 3.5% for IBOR committed loans and letters of credit and 2% for base rate committed loans.

        The credit facility provides that the borrowing margins will be subject to the following pricing grid commencing on November 1, 2003:

Adjusted EBITDA	IBOR Committed Loans(1)		Base Rate Committed Loans
Greater than $35,000,000	2.50	%	1.00	%
Greater than $30,000,000, but less than or equal to $35,000,000	3.00	%	1.50	%
Greater than $25,000,000, but less than or equal to $30,000,000	3.25	%	1.75	%
Greater than $20,000,000, but less than or equal to $25,000,000	3.50	%	2.00	%
Less than or equal to $20,000,000	4.00	%	2.50	%

(1)

The same rates apply to letters of credit.

Security and Guarantees

        The credit facility provides that any loans made thereunder and any swap or other hedging arrangements entered into with any of the lenders will be obligations of the issuer and guaranteed by Playboy Enterprises, Inc. and substantially all of its present and future domestic subsidiaries other than Playboy.com and its subsidiaries. The credit facility provides that obligations thereunder will be secured by a valid first

36

priority perfected lien or pledge on 100% of the stock of substantially all of Playboy Enterprises, Inc.'s present and future direct and indirect domestic subsidiaries other than Playboy.com's subsidiaries and on 65% of the stock of certain of Playboy Enterprises, Inc.'s indirect first-tier foreign subsidiaries. The credit facility also provides that obligations thereunder will be secured by a valid first priority perfected lien or pledge (subject to permitted liens) on the Playboy Mansion and the personal property assets of Playboy Enterprises, Inc. and substantially all of its present and future direct and indirect domestic subsidiaries, other than Playboy.com and its subsidiaries. Finally, the credit facility provides that the obligations thereunder will be secured by a valid second priority lien or pledge on trademarks owned by Playboy Enterprises, Inc. and substantially all of Playboy Enterprises, Inc.'s present and future direct and indirect domestic subsidiaries, other than Playboy.com and its subsidiaries.

Covenants

        The credit facility contains certain customary representations, affirmative covenants, negative covenants and financial covenants. The negative covenants will be incorporated into the credit facility by reference to the indenture governing the notes, and they restrict Playboy Enterprises, Inc.'s and its subsidiaries' ability to do specified things, including but not limited to:

•

incur or guarantee additional indebtedness;



•

pay dividends or make other distributions on capital stock;



•

repurchase capital stock;



•

make loans and investments;



•

enter into agreements restricting our subsidiaries' ability to pay dividends;



•

create liens;



•

sell or otherwise dispose of assets;



•

enter new lines of business;



•

merge or consolidate with other entities; and



•

engage in transactions with affiliates.

In addition, the credit agreement limits our ability to prepay or repurchase the notes or to make prepayments of our deferred purchase price obligations in connection with the Califa acquisition. Until August 12, 2004, we are not permitted, without the consent of the lenders under the credit facility, to repurchase or prepay any notes or to prepay in cash any Califa obligation due after 2004, except in each case with the proceeds of an equity offering or, additionally, in the case of the notes, by issuing equity securities in exchange for the outstanding notes. On and after August 12, 2004, we are prohibited from borrowing under the credit facility to finance note prepayments or repurchases or cash prepayments of Califa obligations due after 2004, but otherwise are permitted to repurchase or prepay the notes and to prepay Califa obligations, subject to the other terms and conditions of the credit facility.

        The following financial covenants are included:

•

minimum net worth;



•

minimum interest coverage ratio; and



•

limitation on capital expenditures.

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Mandatory Prepayment and Commitment Reduction

        In the event of a sale or other disposition of the Playboy Mansion in the absence of an event of default under the credit facility, the banks' commitment under the credit facility will be reduced permanently to $10 million, and we will be required to repay any outstanding borrowings under the credit facility in excess of $10 million. If, at the time of a sale or other disposition of the Playboy Mansion, a default or an event of default under the credit facility had occurred and was continuing, we will be required to apply the net cash proceeds to repay all outstanding borrowings and other amounts due under the credit facility. Any balance will be applied in accordance with the Intercreditor Agreement.

Events of Default

        The loan documentation for the credit facility contains customary events of default, including, but not limited to, cross defaults to the issuer's obligations under the notes and specified change of control events.

38

DESCRIPTION OF THE NOTES

        You can find the definitions of certain terms used in this description under the subheading "— Certain Definitions." In this description, the word "Issuer" refers only to PEI Holdings, Inc. and not to any of its subsidiaries. "Playboy" refers only to Playboy Enterprises, Inc. and not to any of its subsidiaries. Certain capitalized terms used in this description but not defined below under "— Certain Definitions" have the meanings assigned to them in the indenture. Except as otherwise indicated, the following summary relates to both the old notes and the new notes to be issued in the exchange offer; the term "note" or "notes" refers to both the old notes and the new notes.

        The old notes were, and the new notes will be, issued under an indenture, dated as of March 11, 2003, among the Issuer, the Guarantors and Bank One, N.A., as trustee. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The terms of the new notes are the same as the terms of the old notes, except that the new notes:

•

will have been registered under the Securities Act;



•

will not bear restrictive legends restricting their transfer under the Securities Act;



•

will not be entitled to the registration rights that apply to the old notes; and



•

will not contain provisions relating to liquidated damages in connection with the old notes under circumstances related to the timing of the exchange offer.

        In connection with the consummation of the offering of the notes and establishment of our credit facility, the issuer and the Guarantors entered into various security agreements relating to the collateral securing the notes.

        The following description is a summary of the material provisions of the indenture and the Security Documents. It does not restate those agreements in their entirety. We urge you to read the indenture, the Intercreditor Agreement and the Security Documents because they, and not this description, define your rights as a holder of the notes. The indenture, the Intercreditor Agreement and the Security Documents have been included as Exhibits 4.1(a) and 4.1(c) through 4.1(v) to the registration statement of which this prospectus is a part. See "Where You Can Find More Information" and "Incorporation by Reference." Copies of the indenture and the Security Documents are available as described under "— Additional Information."

Brief Description of the Notes and the Note Guarantees

The Notes

        The notes:

•

are senior secured obligations of the Issuer;



•

rank equally in right of payment with all existing and future senior Indebtedness of the Issuer;



•

rank senior in right of payment to all of the Issuer's future Indebtedness that expressly provides for its subordination to the notes;



•

are guaranteed on a senior secured basis by the Guarantors; and



•

are secured by a senior Lien on the Primary Collateral referred to below and a junior Lien on the Secondary Collateral referred to below.

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The Note Guarantees

        The notes are guaranteed on a senior basis by Playboy and substantially all of the Domestic Restricted Subsidiaries of Playboy other than Playboy.com, Inc. ("Playboy.com") and its Subsidiaries, and are not guaranteed by Playboy's foreign subsidiaries. In the future, Playboy may have additional subsidiaries which are not Guarantors.

        Each Guarantee of the notes:

•

is a senior secured obligation of the relevant Guarantor;



•

is secured by a senior Lien on the Primary Collateral of the relevant Guarantor and a junior Lien on the Secondary Collateral of the relevant Guarantor; and



•

ranks equally in right of payment with all existing and future senior Indebtedness of the relevant Guarantor.

        As of the date of this prospectus, all of Playboy's subsidiaries are "Restricted Subsidiaries." However, under the circumstances described below under the subheading "— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries," Playboy will be permitted to designate certain of its subsidiaries as "Unrestricted Subsidiaries." Playboy's Unrestricted Subsidiaries will not be subject to any of the restrictive covenants in the indenture and will not guarantee the notes.

Additional Notes

        From time to time, the Issuer may issue additional notes under the indenture having the same terms in all respects as the notes except that interest will accrue on the additional notes from the most recent date to which interest has been paid on the notes (other than additional notes) or, if no interest has been paid, their date of issuance (the "Additional Notes"). Any offering of Additional Notes is subject to the covenant described below under the caption "— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock." The notes and any Additional Notes issued under the indenture will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Principal, Maturity and Interest

        Notes are issued in denominations of $1,000 and integral multiples of $1,000. The notes will mature on March 15, 2010.

        Interest on the notes accrues at the rate of 11% per annum and is payable semi-annually in arrears on March 15 and September 15, commencing on September 15, 2003. The Issuer will make each interest payment to the holders of record on the immediately preceding March 1 and September 1.

        Interest on the notes will accrue from March 11, 2003 or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

        If a holder has given wire transfer instructions to the Issuer, the Issuer will pay all principal, interest and premium and Liquidated Damages, if any, on that holder's notes by wire transfer to a U.S. dollar account maintained by the holder. All other payments on notes will be made at the office or agency of the paying agent and registrar within the City and State of New York by U.S. dollar check unless the Issuer elects to make interest payments by check mailed to the holders at their addresses set forth in the register of holders.

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Paying Agent and Registrar for the Notes

        The trustee will initially act as paying agent and registrar. The Issuer may change the paying agent or registrar without prior notice to the holders, and the Issuer or any of its Subsidiaries may act as paying agent or registrar.

Transfer and Exchange

        A holder may transfer or exchange notes in accordance with the indenture. The Registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a holder to pay any taxes and fees required by law or permitted by the indenture. The trustee is not required (1) to issue, register the transfer of or exchange any note for a period of 15 days before a selection of notes to be redeemed or purchased pursuant to an offer to purchase, (2) to register the transfer of or exchange any note so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any the note not being redeemed or purchased, or (3) if a redemption or a purchase pursuant to an offer to purchase is to occur after a regular record date but on or before the corresponding interest payment date, to register the transfer or exchange of any note on or after the regular record date and before the date of redemption or purchase.

        The registered holder of a note will be treated as the owner of it for all purposes.

Note Guarantees

        The Guarantors have jointly and severally guaranteed the Issuer's obligations under the notes (the "Note Guarantees"). The obligations of each Subsidiary Guarantor under its Note Guarantee are limited as necessary to reduce the probability that the Note Guarantee would constitute a fraudulent conveyance under applicable law. See "Risk Factors — Risks Related to the Notes and Our Other Indebtedness — U.S. bankruptcy or fraudulent conveyance laws may interfere with payment of the notes and guarantees of the notes and with the security interest in the collateral securing the notes and the guarantees."

        A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, another Person, other than the Issuer, Playboy or another Subsidiary Guarantor, unless:

(1)

immediately after giving effect to that transaction, no Default or Event of Default has occurred and is continuing; and



(2)

either:



(a)

such Subsidiary Guarantor is the surviving Person or the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Subsidiary Guarantor under the indenture, its Note Guarantee, the Registration Rights Agreement and the Security Documents pursuant to a supplemental indenture reasonably satisfactory to the trustee; or



(b)

such sale or other disposition, including the application of the Net Proceeds therefrom, complies with the indenture.

        The Note Guarantee of a Subsidiary Guarantor will be released:

(1)

in connection with any sale of all of the Capital Stock of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) Playboy or a Subsidiary of Playboy, if the sale of all such Capital Stock of that Subsidiary Guarantor complies with the "Asset Sale" provisions of the indenture;

41

(2)

if Playboy properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or



(3)

if such Subsidiary Guarantor disposes of all of its assets in compliance with the "Asset Sale" provisions of the indenture and then liquidates or dissolves.

Ranking

        The notes rank equally in right of payment, or pari passu, with all unsubordinated Indebtedness of the Issuer, including borrowings under the Credit Agreement.

        The notes are fully and unconditionally guaranteed on a joint and several basis by each of the Guarantors. See "— Note Guarantees." The Note Guarantees rank pari passu with all unsubordinated Indebtedness of the Guarantors, including guarantees of borrowings under the Credit Agreement.

        Structural Subordination.    Substantially all the operations of Playboy are conducted through its Subsidiaries. Playboy.com and its subsidiaries and Playboy's non-U.S. subsidiaries will not guarantee the notes. Claims of creditors of non-guarantor Subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those Subsidiaries, and claims of preferred and minority stockholders (if any) of those Subsidiaries generally have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of the Issuer, including holders of the notes. The notes therefore are effectively subordinated to creditors (including trade creditors) and preferred and minority stockholders (if any) of Subsidiaries of Playboy (other than the Guarantors). As of March 31, 2003, the total liabilities of Playboy's Subsidiaries (other than the Issuer and the Guarantors) were approximately $19.4 million, excluding intercompany liabilities but including trade payables. Although the indenture limits the incurrence of Indebtedness and Disqualified Stock or preferred stock of Restricted Subsidiaries, the limitation is subject to a number of significant exceptions. Moreover, the indenture does not impose any limitation on the incurrence by Restricted Subsidiaries of liabilities that are not considered Indebtedness or Disqualified Stock or preferred stock under the indenture. See "— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock."

Security

General

        The notes are secured by a first priority Lien (subject to exceptions specified in the applicable Security Documents) on the trademarks that are owned or later acquired by the Issuer, and each of the Note Guarantees is secured by a first priority Lien (subject to exceptions specified in the applicable Security Documents) on the trademarks owned or later acquired by each of the Guarantors (collectively, the "Primary Collateral").

        In addition, the notes and the Note Guarantees are secured by a Lien that is junior to the Lien securing the Credit Agreement on certain other assets, which consist of all of the Issuer's capital stock, all of the capital stock of the Issuer's domestic Subsidiaries, 65% of the capital stock of certain of the Issuer's non-U.S. subsidiaries, substantially all of the Issuer's personal property assets in the United States (other than the Primary Collateral) and the Playboy Mansion (collectively, "Secondary Collateral" and, together with the Primary Collateral, the "Collateral"). Playboy has the right to grant an option to purchase the Playboy Mansion under specified circumstances described under "— Certain Covenants — Transactions with Affiliates." Upon the sale of the Playboy Mansion pursuant to such option, the Liens on the Playboy Mansion would be released, provided that the sale otherwise complied with the terms of the indenture and the Security Documents. We have not taken, and will not take, any steps to assure the sufficiency of the grant of, or to perfect, the liens on any of the Collateral in any non-U.S. jurisdiction. If Primary Collateral is sold in the ordinary course of business without causing an Event of Default, and in some other circumstances, holders may not have a first-priority lien on proceeds of any Primary Collateral except to the extent that the proceeds

42

also constitute Primary Collateral. To the extent the proceeds do not constitute Primary Collateral, they will likely constitute Secondary Collateral and will secure obligations under the Credit Agreement and then, on a second-priority basis, obligations in respect of the notes.

        The notes are effectively subordinated to existing and future secured Indebtedness secured by a first priority lien to the extent of any assets serving as collateral for such Indebtedness, and each Note Guarantee likewise is effectively subordinated to existing and future secured Indebtedness of the respective Guarantors secured by a first priority Lien to the extent of any assets serving as collateral for such Indebtedness. Specifically, up to $40 million of principal Obligations of the Issuer under the Credit Facilities (including, without limitation, Hedging Obligations owing to the lenders thereunder and their affiliates), plus interest, fees, costs and expenses, and the guarantees thereof by each of the Guarantors, may be secured by a first priority Lien (subject to Permitted Liens) on the Secondary Collateral, and the notes and the Note Guarantees will be secured by a Lien on such collateral that is junior to the Lien securing the Credit Agreement. In addition, the indenture permits the Issuer and the Guarantors to create additional Liens under specified circumstances. See the definition of "Permitted Liens" under "— Certain Definitions." In addition to their first-priority Lien (subject to Permitted Liens) on the Secondary Collateral, the lenders under the Credit Agreement also have a second-priority Lien, junior to that of the noteholders, on the Primary Collateral.

        Upon the occurrence and during the continuance of an Event of Default and subject to the Intercreditor Agreement, the trustee will have the right to exercise on behalf of the holders of the notes such remedies, including remedies with respect to the Primary Collateral and the Secondary Collateral, as are available under the indenture, the Security Documents and at law. All funds distributed under the Security Documents and received by the trustee for the benefit of the holders of the notes will be distributed by the trustee in accordance with the provisions of the indenture and the Intercreditor Agreement.

        Under the terms of the indenture and the Security Documents but subject to the Intercreditor Agreement, the trustee will determine the circumstances and manner in which to dispose of the Primary Collateral and the Secondary Collateral, including, but not limited to, the determination of whether to foreclose on such Collateral following an Event of Default. The right of the trustee to repossess and dispose of the Collateral upon the occurrence of an Event of Default under the indenture:

•

is subject to the provisions of the Intercreditor Agreement;



•

in the case of assets that relate to Permitted Liens, is subject to the terms of agreements governing those Permitted Liens;



•

with respect to any Collateral, is likely to be significantly impaired by applicable bankruptcy law if a bankruptcy case were to be commenced by or against Playboy or any of its Subsidiaries prior to the trustee having repossessed and disposed of the Collateral; and



•

in the case of real property Collateral, could also be significantly impaired by restrictions under state law.

See "Risk Factors — Risks Related to the Notes and Our Other Indebtedness — In the event of a bankruptcy of the issuer or any of the guarantors, the ability of the holders of the notes to realize upon the Collateral will be subject to certain bankruptcy law limitations" and "Risk Factors — Risks Related to the Notes and Our Other Indebtedness — U.S. bankruptcy or fraudulent conveyance laws may interfere with payment of the notes and guarantees of the notes and with the security interest in the collateral securing the notes and the guarantees."

        The Issuer has not conducted appraisals of the Collateral in connection with the offering of the old notes or the exchange offer. The consolidated book value of the Primary Collateral as of March 31, 2003 was approximately $55.6 million. In addition, the consolidated book value of the Secondary Collateral was approximately $338.8 million as of March 31, 2003. The amount realized in respect of the Collateral in the event of a liquidation will depend upon market and economic conditions, the availability of buyers and

43

similar factors. In addition, the fact that the lenders under the Credit Agreement have a first priority Lien (subject to Permitted Liens) on the Secondary Collateral and other Persons may have first-priority Liens in respect of assets subject to Permitted Liens could have a material adverse effect on the amount that would be realized upon a liquidation of the Collateral. Accordingly, there can be no assurance that proceeds of any sale of the Collateral pursuant to the indenture and the related Security Documents following an Event of Default would be sufficient to satisfy, or would not be substantially less than, amounts due under the notes. See "Risk Factors — Risks Related to the Notes and Our Other Indebtedness — The secondary collateral securing the notes and the guarantees is subject to control by creditors with first-priority liens; if there is a default, the value of the collateral may not be sufficient to repay the holders of the notes." If the proceeds of any of the Collateral were not sufficient to repay all amounts due on the notes, the holders of the notes (to the extent not repaid from the proceeds of the sale of the Collateral) would have only an unsecured claim against the remaining assets of the Issuer and the Guarantors. By its nature, some or all of the Collateral will be illiquid and may have no readily ascertainable market value. Likewise, there can be no assurance that the Collateral will be saleable, or, if saleable, that there will not be substantial delays in its liquidation. To the extent that Liens (including Permitted Liens), rights or easements granted to third parties encumber assets located on property owned by the Issuer or the Guarantors, including the Secondary Collateral, such third parties have or may exercise rights and remedies with respect to the property subject to such Liens that could adversely affect the value of the Collateral and the ability of the trustee or the holders of the notes to realize or foreclose on Collateral.

Intercreditor Agreement

        The indenture permits the release of Collateral under specified circumstances. See "— Disposition of Collateral." The Collateral will also be released as security for the notes and the Note Guarantees upon a legal defeasance or covenant defeasance of the notes (see "— Legal Defeasance and Covenant Defeasance") and, upon the release of any Subsidiary Guarantor as described in the last paragraph under "— Note Guarantees" above, the Collateral pledged by such Subsidiary Guarantor will be released as security for its Subsidiary Guarantee. In addition, the Intercreditor Agreement requires release of the Secondary Collateral without substitution under certain circumstances. The Issuer will be required to deliver to the trustee such certificates and opinions as may be required by Section 314(d) of the Trust Indenture Act in connection with any release of, or addition or substitution to, the Collateral.

        The security interest in favor of the trustee for the benefit of the holders has been created in the Collateral pursuant to the Security Documents. These documents contain covenants prohibiting the Issuer and the Guarantors from selling or otherwise transferring any interest in the Collateral, except as permitted under the indenture. In addition, the trustee and the agent, on behalf of the lenders, under the Credit Agreement have entered into the Intercreditor Agreement, which, among other things, subordinates the Liens on the Secondary Collateral to the Liens securing obligations under the Credit Agreement. Under the Intercreditor Agreement, upon the occurrence and during the continuance of an event of default under the Credit Agreement, the agent thereunder will be entitled to sell or dispose of the assets which comprise the Secondary Collateral without regard to the Lien under the indenture and the Security Documents, except that the agent will be required to deliver promptly to the trustee any proceeds remaining from such sale, transfer or other disposition of these assets after payment and satisfaction of all Obligations under the Credit Agreement. Moreover, the trustee, on behalf of itself and the holders of the notes, will be obligated to release the Lien under the indenture and the Security Documents on the Secondary Collateral to allow any such sale or disposition. The trustee will also be obligated to release such Liens upon a sale, transfer or other disposition of the Secondary Collateral by the Issuer or a Guarantor to which the agent and the lenders under the Credit Agreement have consented, subject to satisfaction of certain tests set forth in the indenture relating to the value realized for such Secondary Collateral. In connection therewith, the agent would be required to deliver promptly to the trustee any proceeds remaining from such sale, transfer or other disposition after payment and satisfaction of all Obligations under the Credit Agreement. The Intercreditor Agreement also limits the trustee's rights with respect to the Secondary Collateral. The Intercreditor Agreement provides that

44

if the notes become due and payable prior to the Stated Maturity or are not paid in full at the Stated Maturity at a time during which the Issuer has obligations outstanding under the Credit Agreement, the trustee will not have the right to foreclose or otherwise realize upon any of the Secondary Collateral unless and until the agent under the Credit Agreement fails to commence the exercise of remedies with respect to or in connection with the Secondary Collateral within 90 days following notice to such agent of the occurrence of an Event of Default under the indenture. The Intercreditor Agreement further provides that if Playboy has sold an option to purchase the Playboy Mansion and related assets as described in clause (4) in the second paragraph under "— Certain Covenants — Transactions with Affiliates," then, in the event of a Default or an Event of Default, the trustee will not have the right to foreclose or otherwise realize upon the Playboy Mansion and the other assets subject to the option unless and until the agent under the Credit Agreement fails to commence the exercise of remedies with respect to or in connection with the Playboy Mansion following notice to the agent of the occurrence of a Default or Event of Default and the passage of 90 days after the earlier of (1) an election by Mr. Hefner (or any entity controlled by Mr. Hefner) not to exercise the option and (2) the termination of a 90-day period after the exercise of the option in which Mr. Hefner (or any entity controlled by Mr. Hefner) would be permitted to complete the purchase of the Playboy Mansion. In addition, the Intercreditor Agreement prevents the trustee and the holders of the notes from pursuing remedies with respect to the Secondary Collateral in an insolvency proceeding or in respect of an Event of Default that does not lead to an acceleration of the maturity of the notes. The Intercreditor Agreement requires the net proceeds from the sale of Secondary Collateral to first be applied to Obligations outstanding under the Credit Agreement and thereafter to the holders of the notes. Amendments to the Intercreditor Agreement necessary to permit the incurrence of additional Indebtedness secured by the Collateral and to add additional secured parties thereto may be made without the consent of the trustee or the holders of the notes, insofar as the foregoing is not prohibited by the Indenture.

        The agent is required under the Intercreditor Agreement to provide the trustee with notice of any event of default under the Credit Agreement. For the thirty-day period following such notice, the trustee and the holders of the notes will have the right (subject to various limitations and restrictions contained in the Intercreditor Agreement) to purchase all lender obligations under the Credit Facility for a purchase price equal to the principal thereof (including without limitation any applicable Hedging Obligation owing to the lenders thereunder and their affiliates) plus all accrued and unpaid interest, fees and other amounts owing by us to the agent for the Credit Agreement and the lenders under the Credit Agreement.

No Impairment of the Security Interests

        Neither Playboy nor any of its Restricted Subsidiaries will be permitted to take any action, or knowingly or negligently omit to take any action, which action or omission might or would have the result of materially impairing the security interest with respect to the Collateral for the benefit of the trustee and the noteholders. The indenture provides that any release of Collateral in accordance with the provisions of the indenture and the Security Documents will not be deemed to impair the security under the indenture, and that any engineer or appraiser may rely on such provision in delivering a certificate requesting release so long as all other provisions of the indenture with respect to such release have been complied with.

Disposition of Collateral

        Generally, subject to compliance with the provisions of the Trust Indenture Act (whether or not the notes are registered under the Securities Act), upon any sale, transfer or other disposition of Collateral to a Person other than Playboy or any Restricted Subsidiary in a transaction not prohibited by the Credit Agreement and the Security Documents, including an Asset Sale, the Collateral will be released from the Lien of the indenture, the Security Documents and the Intercreditor Agreement. In particular, Playboy and its Restricted Subsidiaries may sell, collect, transfer or otherwise dispose of any cash, accounts receivable and inventory in the ordinary course of business to any Person, and the Lien of the indenture and the Security Documents will

45

be automatically released upon consummation of the disposition; provided that the disposition does not violate the indenture or the Security Documents.

        Notwithstanding the foregoing, the lien of the indenture and the Security Documents will not be released if any sale, transfer or other disposition of Collateral is made as part of a transaction that is governed by the covenant described under "Certain Covenants — Merger, Consolidation or Sale of Assets."

Maintenance of Property; Insurance

        The indenture includes a covenant that requires Playboy to cause all properties used or useful in the conduct of its business or the business of any of its Restricted Subsidiaries to be maintained and kept in good condition, repair and working order as in the judgment of Playboy may be necessary so that the business of Playboy and its Restricted Subsidiaries may be properly and advantageously conducted at all times; provided that nothing in this covenant shall prevent Playboy or any Restricted Subsidiary from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance or disposal is, in the judgment of Playboy, desirable in the conduct of the business of Playboy and its Restricted Subsidiaries taken as a whole.

        Playboy is required to provide, or cause to be provided, for itself and its Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds customarily insured against by corporations similarly situated and owning like properties, including, but not limited to liability insurance, with reputable insurers, in such amounts, with such deductibles and by such methods as are customary for corporations similarly situated in the industry in which Playboy and its Restricted Subsidiaries are then conducting business.

Optional Redemption

        At any time prior to March 15, 2006, the Issuer may, on any one or more occasions, redeem, in whole or in part, up to 35% of the aggregate principal amount of notes issued under the indenture (including Additional Notes, if any) at a redemption price of 111.00% of the principal amount of the notes redeemed, plus accrued and unpaid interest and Liquidated Damages, if any, on the notes redeemed to the applicable redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

(1)

at least 65% of the aggregate principal amount of notes issued under the indenture remains outstanding immediately after the occurrence of each such redemption (excluding notes held by Playboy and its Subsidiaries);



(2)

the redemption must occur within 90 days of the date of the closing of such Equity Offering; and



(3)

any such redemption shall be for at least $20 million aggregate principal amount of notes.

        Except pursuant to the preceding paragraph, the notes will not be redeemable at the Issuer's option prior to March 15, 2007.

        On or after March 15, 2007, the Issuer may, at its option, redeem all or a part of the notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the years indicated below:

Year	Percentage
2007	105.50	%
2008	102.75	%
2009 and thereafter	100.00	%

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Mandatory Redemption

        The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Selection and Notice

        If less than all of the notes are to be redeemed at any time, the trustee will select notes for redemption as follows:

(1)

if the notes are listed, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or



(2)

if the notes are not so listed, on a pro rata basis, by lot or by such method as the trustee shall deem fair and appropriate.

        No notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of notes to be redeemed at its registered address. Notices of redemption may not be conditional.

        If any note is to be redeemed in part only, the notice of redemption that relates to that note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder thereof upon cancellation of the original note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, each holder of notes will have the right to require the Issuer to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that holder's notes pursuant to a Change of Control Offer on the terms set forth in the indenture. In the Change of Control Offer, the Issuer will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase. Within 30 days following any Change of Control, the Issuer will mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the Change of Control Payment Date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the indenture and described in the notice. The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the indenture by virtue of such conflict.

        On the Change of Control Payment Date, the Issuer will, to the extent lawful:

(1)

accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer;



(2)

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions thereof so tendered; and

47

(3)

deliver or cause to be delivered to the trustee the notes so accepted together with an officers' certificate stating the aggregate principal amount of notes or portions thereof being purchased by the Issuer.

        The paying agent will promptly mail to each holder of notes so tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will be in a principal amount of $1,000 or an integral multiple of $1,000. Unless the Issuer defaults on the Change of Control Payment, any note accepted for payment will cease to accrue interest on and after the Change of Control Payment Date.

        The Credit Agreement prohibits the Issuer and the Guarantors from purchasing notes in the event of a Change of Control and also provides that the occurrence of specified change of control events with respect to the Issuer and the Guarantors would constitute an event of default under the Credit Facilities (including without limitation Hedging Obligations owing to the lenders thereunder and their affiliates). In the event a Change of Control occurs, the Issuer could seek the consent of the Credit Agreement lenders to the purchase of notes or could attempt to refinance the Credit Agreement. If the Issuer were not able to obtain that consent or to refinance, it would continue to be prohibited from purchasing notes. In that case, the Issuer's failure to purchase tendered notes would constitute an Event of Default under the indenture, which would in turn constitute an event of default under the Credit Agreement. In addition, there can be no assurance that the Issuer will have sufficient funds available at the time of any Change of Control to make payments on Indebtedness, including required repurchases of the notes in connection with a Change of Control Offer. See "Risk Factors — Risks Related to the Notes and Our Other Indebtedness — We may not be able to repurchase the notes upon a change of control."

        The provisions described above that require the Issuer to make a Change of Control Offer following a Change of Control apply regardless of whether any other provisions of the indenture are applicable. Except as described above with respect to a Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that the Issuer repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

        The Issuer will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

        The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of Playboy and its Restricted Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to require the Issuer to repurchase such notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Playboy and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

        Playboy will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1)

Playboy (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

48

(2)

such fair market value is determined by the Board of Directors and, if the fair market value is in excess of $2.5 million, evidenced by a resolution of the Board of Directors set forth in an officers' certificate delivered to the trustee; and



(3)

at least 75% of the consideration therefor received by Playboy or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash:



(a)

any liabilities (as shown on Playboy's most recent consolidated balance sheet), of Playboy or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary written novation agreement that releases Playboy or such Restricted Subsidiary from further liability; and



(b)

any securities, notes or other obligations received by Playboy or any such Restricted Subsidiary from such transferee that are converted by Playboy or such Restricted Subsidiary into cash or Cash Equivalents within 90 days of receipt (to the extent of the cash received in that conversion);

provided, that the 75% requirement referred to above in this clause (3) will not apply to any Asset Sale in which the cash portion of such consideration received therefor on an after tax basis, determined in accordance with the indenture provisions described in this clause (3), is equal to or greater than what the after tax net proceeds would have been had such transaction complied with the 75% requirement.

        Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer may, at its option and to the extent it selects, apply such Net Proceeds:

(1)

to permanently repay indebtedness incurred under the Credit Agreement that is secured by the Collateral and, if the indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto;



(2)

to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Person that thereupon becomes a Restricted Subsidiary engaged in a Permitted Business; provided that the assets (including Voting Stock) acquired with the Net Cash Proceeds thereof are pledged as Collateral under the Security Documents substantially simultaneously with such acquisition in accordance with the requirements of the indenture;



(3)

to make a capital expenditure in or that is used or useful in a Permitted Business (to the extent such capital expenditure is capitalized on Playboy's consolidated balance sheet in accordance with GAAP);



(4)

to acquire other long-term assets in or that are used or useful in a Permitted Business; or



(5)

any combination of the foregoing;

provided that the Issuer may not apply more than 50% of the net proceeds from any Asset Sale involving the sale of the Playboy Mansion pursuant to clause (2), (3), (4) or (5). Under the Credit Agreement, in the event of a sale or other disposition of the Playboy Mansion in the absence of a default or an event of default under the Credit Agreement, the Issuer will be required to repay, to the extent of the net proceeds, any outstanding Indebtedness under the Credit Agreement in excess of $10 million, and the lenders' commitments under the Credit Agreement will be permanently reduced to $10 million. If, at the time of a sale or other disposition of the Playboy Mansion, a default or an event of default under the Credit Agreement had occurred and was continuing, the Issuer would be required to apply the net cash proceeds to repay all outstanding borrowings and other amounts due under the Credit Agreement.

49

        Pending the final application of any such Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the indenture. Notwithstanding the foregoing, the Issuer and the Guarantors may not apply any of the net proceeds from any Asset Sale involving all or substantially all of Playboy's and its Subsidiaries' interest in the Playboy or Rabbit Head Design trademarks pursuant to any of the clauses above, but shall be required to make an Asset Sale Offer with such proceeds.

        Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer will make an Asset Sale Offer to all holders of notes and all holders of other Indebtedness that is pari passu with the notes and secured by Collateral to purchase the maximum principal amount of notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by the indenture. If the aggregate principal amount of notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee shall select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

        The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the indenture by virtue of such conflict.

Certain Covenants

Restricted Payments

        Playboy will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(1)

declare or pay any dividend or make any other payment or distribution on account of Playboy's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Playboy or any of its Restricted Subsidiaries) or to the direct or indirect holders of Playboy's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than (a) dividends, payments or distributions payable in Equity Interests of Playboy (other than Disqualified Stock) and (b) dividends or distributions payable to Playboy or any of its Restricted Subsidiaries);



(2)

purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Playboy or any of its Subsidiaries) any Equity Interests of Playboy, any direct or indirect parent of Playboy or any Subsidiary of Playboy (other than a Restricted Subsidiary of Playboy) held by a person other than Playboy or one of its Restricted Subsidiaries;



(3)

make any voluntary or optional payment on or with respect to, or voluntarily or optionally purchase, redeem, defease or otherwise acquire or retire any Indebtedness that is subordinated to the notes or the Note Guarantees;



(4)

make any payment on or with respect to any Califa Obligation other than (i) payments consisting of Equity Interests (other than Disqualified Stock) of Playboy and (ii) payments on or with respect to

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Califa Obligations that are, pursuant to the terms of the Califa Agreement as in effect as of the date of the indenture, (a) due during the year ended December 31, 2003, (b) due during the year ended December 31, 2004 or (c) required to be paid in cash; or

(5)

make any Restricted Investment; (all such payments and other actions set forth in clauses (1) through (5) above being collectively referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

(1)

no Default or Event of Default shall have occurred and be continuing; and



(2)

Playboy would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of the covenant described below under the caption "— Incurrence of Indebtedness and Issuance of Preferred Stock;" and



(3)

such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Playboy and its Restricted Subsidiaries on or after the date of the indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (5) and (9) of the next succeeding paragraph), is less than the sum, without duplication, of:



(a)

(i) 100% of the Consolidated Cash Flow of Playboy for the period (or, if such Consolidated Cash Flow for such period is a deficit, less 100% of such deficit), taken as one accounting period, from the beginning of the first fiscal quarter commencing after the date of the indenture to the end of Playboy's most recently ended fiscal quarter for which internal financial statements are available at the time of the Restricted Payment, less (ii) 150% of cumulative Fixed Charges for the portion of such period ending on or prior to December 31, 2004 and 160% of cumulative Fixed Charges for the portion of such period ending after such date, plus



(b)

100% of the aggregate net cash proceeds received by Playboy since the date of the indenture from the issue or sale of Equity Interests of Playboy, other than Disqualified Stock, or from the issuance and sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Playboy that have been converted into or exchanged for such Equity Interests, other than Equity Interests or Disqualified Stock or debt securities sold to a Subsidiary of Playboy; plus

(c)

the cash return after the date of the indenture (not included in Consolidated Cash Flows) with respect to any Restricted Investment that was made after the date of the indenture that is sold for cash or otherwise liquidated or repaid for cash; plus

(d)

to the extent that any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary after the date of the indenture, the fair market value of such Subsidiary as of the date of such redesignation.

        The preceding provisions will not prohibit, so long as no Default has occurred and is continuing or would be caused thereby in the case of clauses (6), (9) and (10):

(1)

the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the indenture;



(2)

the redemption, repurchase, retirement, defeasance or other acquisition of (a) any principal or interest on the Hefner Securities, (b) any subordinated Indebtedness of the Issuer or any Guarantor or (c) any Equity Interests of Playboy or any of its Restricted Subsidiaries in exchange for, or out of the net cash proceeds from the substantially concurrent sale or issuance (other than to a Subsidiary

51

of Playboy) of, or otherwise in exchange for, Equity Interests of Playboy (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (3)(b) of the preceding paragraph;

(3)

the conversion of Playboy.com Series A Preferred Stock into Playboy.com common stock pursuant to the terms thereof as in effect on the date of the indenture;



(4)

the defeasance, redemption, repurchase or other acquisition, with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness, of subordinated Indebtedness of the Issuer or any Guarantor;



(5)

the payment of any dividend by a Restricted Subsidiary of Playboy to the holders of its common Equity Interests on a pro rata basis;



(6)

the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Playboy or any Restricted Subsidiary of Playboy held by (a) any member of Playboy's (or any of its Restricted Subsidiaries') management pursuant to any management equity subscription agreement or stock option agreement or (b) any employee benefit plan for employees, directors or former directors, provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $250,000 in any twelve-month period, with any unused portion available for future periods;



(7)

repurchases of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof;



(8)

the mandatory redemption of any of the shares of Playboy.com Series A Preferred Stock held by ACTV, Inc. as of the date of the indenture at the option of the holder thereof pursuant to the terms thereof as in effect on the date of the indenture;



(9)

the payment of dividends on the Hefner Securities pursuant to the terms thereof; and



(10)

any other Restricted Payments in an amount not to exceed $2.5 million in the aggregate.

        The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by Playboy or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant shall be determined by the Board of Directors whose resolution with respect thereto shall be delivered to the trustee. The Board of Directors' determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $5.0 million. Not later than the date of making any Restricted Payment, the Issuer shall deliver to the trustee an officers' certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this "Restricted Payments" covenant were computed, together with a copy of any fairness opinion or appraisal required by the indenture. In determining whether any Restricted Payment is permitted by the covenant described above, the Issuer may allocate all or any portion of such Restricted Payment among the categories described in clauses (1) through (10) of the immediately preceding paragraph or among such categories and the types of Restricted Payments described in the first paragraph under the "Restricted Payments" heading above; provided that at the time of such allocation, all such Restricted Payments, or allocated portions thereof, would be permitted under the various provisions of the covenant described above.

Incurrence of Indebtedness and Issuance of Preferred Stock

        Playboy will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise,

52

with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and Playboy will not, and will not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any preferred stock; provided, however, that the Issuer and any Guarantor may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if the Leverage Ratio for Playboy's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been no greater than 5.0 to 1.0 but greater than zero.

        The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"):

(1)

the incurrence by the Issuer or any Guarantor of Indebtedness under Credit Facilities (and the incurrence by the Guarantors of guarantees thereof); provided that the aggregate principal amount at any one time outstanding thereunder including, without limitation, Hedging Obligations owing to the lenders thereunder and their affiliates (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Playboy and its Restricted Subsidiaries thereunder) does not exceed $30 million plus interest, fees, costs and expenses, less the aggregate amount of all Net Proceeds of Asset Sales applied by Playboy or any of its Restricted Subsidiaries to repay any Indebtedness under Credit Facilities (and, in the case of any revolving credit Indebtedness under a Credit Facility, to effect a corresponding commitment reduction thereunder) pursuant to the covenant described under "— Repurchase at the Option of Holders — Asset Sales";



(2)

the incurrence by Playboy or any Restricted Subsidiary of the Existing Indebtedness other than Indebtedness described under clauses (6), (7), (8), (10) or (14);



(3)

the incurrence by the Issuer and the Guarantors of Indebtedness represented by the notes (excluding any Additional Notes) and the related Note Guarantees to be issued on the date of the indenture and the Exchange Notes (excluding any Additional Notes) and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement;



(4)

the incurrence by Playboy or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations or Attributable Debt, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Playboy or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not to exceed $2.5 million at any time outstanding;



(5)

the incurrence by Playboy or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (11) or (13) of this paragraph;



(6)

the incurrence by Playboy or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Playboy and any of its Restricted Subsidiaries; provided, however, that:



(a)

if the Issuer or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the notes, in the case of the Issuer, or the Note Guarantee, in the case of a Guarantor; and



(b)

(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Playboy or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Playboy or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such

53

Indebtedness by Playboy or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6);

(7)

the incurrence by Playboy or any of its Restricted Subsidiaries of Hedging Obligations that are incurred in the normal course of business and not for speculative purposes;



(8)

the incurrence by Playboy or any of its Restricted Subsidiaries of Indebtedness with respect to letters of credit and bankers' acceptances issued in the ordinary course of business and not supporting Indebtedness, including letters of credit in respect of workmen's compensation claims or self-insurance or supporting performance, bid, surety, appeal and similar bonds or indemnification, adjustment of purchase price or similar obligations incurred in connection with the disposition of any business or assets (other than a Guarantee of Indebtedness of the Person acquiring any such business or assets); provided that the Indebtedness is not reflected on Playboy's consolidated balance sheet as a liability;



(9)

Indebtedness of Playboy or any of its Restricted Subsidiaries, to the extent the net proceeds thereof are promptly deposited to defease the notes;



(10)

the guarantee by the Issuer or any of the Guarantors of Indebtedness of Playboy or any of its Restricted Subsidiaries that was permitted to be incurred by another provision of this covenant;



(11)

Acquired Debt, provided that such Indebtedness is not incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of Playboy and, after giving effect to the Incurrence thereof, Playboy could Incur at least $1.00 of Indebtedness under the Leverage Ratio first set forth above;



(12)

the incurrence by Foreign Subsidiaries of Indebtedness in an aggregate principal amount at any time outstanding not to exceed $2.0 million;



(13)

the incurrence by the Issuer or any Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (13), not to exceed $10.0 million; and



(14)

the issuance of the Hefner Securities.

        For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuer will be permitted to classify such item of Indebtedness on the date of its incurrence, or to later reclassify such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under Credit Facilities outstanding on the date on which notes are first issued and authenticated under the indenture shall be deemed to have been incurred on such date in reliance on the exception provided by clauses (1) or (2) of the definition of Permitted Debt.

        The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms will not be deemed to be an incurrence of Indebtedness for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of Playboy as accrued. The payment of dividends on Disqualified Stock or preferred stock in the form of additional shares of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of Playboy as accrued to the extent required by the definition thereof.

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Liens

        Playboy will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        Playboy will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1)

pay dividends or make any other distributions on its Capital Stock to Playboy or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Playboy or any of its Restricted Subsidiaries;



(2)

make loans or advances to Playboy or any of its Restricted Subsidiaries; or



(3)

transfer any of its properties or assets to Playboy or any of its Restricted Subsidiaries.

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1)

Existing Indebtedness or other agreements as in effect on the date of the indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are not materially more restrictive, taken as a whole, than those contained in such Existing Indebtedness or other agreements, as applicable, as in effect on the date of the indenture;



(2)

the Credit Agreement as in effect on the date of the indenture and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, than those contained in the Credit Agreement, as in effect on the date of the indenture;



(3)

the indenture, the notes, the Note Guarantees and the Security Documents;



(4)

applicable law or any rule, regulation or order;



(5)

any instrument governing Indebtedness or Capital Stock of a Person acquired by Playboy or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the indenture to be incurred;



(6)

customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices;



(7)

purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph;



(8)

any agreement for the sale or other disposition of all or substantially all of the Capital Stock or assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

55

(9)

Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;



(10)

any instrument governing Indebtedness of Foreign Restricted Subsidiaries incurred pursuant to clause (12) under the caption "— Incurrence of Indebtedness and Issuance of Preferred Stock";



(11)

provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business;



(12)

restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;



(13)

Permitted Liens securing Indebtedness that limit the right of the debtor to dispose of the assets subject to such Lien;



(14)

any instrument governing Indebtedness of any Guarantor; and



(15)

at any time when any Hefner Securities of the Issuer are outstanding, any restriction contained in the certificate of incorporation of the Issuer for the benefit of such securities.

Merger, Consolidation or Sale of Assets

    The Issuer

        The Issuer may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer, in one or more related transactions, to another Person; unless:

(1)

either:



(a)

the Issuer is the surviving corporation; or



(b)

the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia;



(2)

the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of the Issuer under the notes, the indenture, the Security Documents and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the trustee;



(3)

immediately after such transaction no Default or Event of Default exists;



(4)

Playboy will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of the covenant described above under the caption "— Incurrence of Indebtedness and Issuance of Preferred Stock;" and



(5)

immediately after such transaction, Playboy will own 100% of the equity interests of the Issuer (or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the

56

Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made).

        In addition, the Issuer may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

        For purposes of this covenant, the sale, assignment, transfer, conveyance or other disposition (including by way of merger or consolidation) of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which property or assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, will be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer.

        Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition by the Issuer (other than by lease) of all or substantially all of the properties and assets of the Issuer and its Restricted Subsidiaries taken as a whole, in accordance with this covenant, the successor corporation formed by such consolidation or into which the Issuer is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the indenture and the notes. In the event of any such transfer (other than a transfer of less than all of the properties and assets of the Issuer and its Subsidiaries, taken as a whole), the predecessor Issuer shall be released and discharged from all liabilities and obligations in respect of the notes and the indenture, and the predecessor Issuer may be dissolved, wound up or liquidated at any time thereafter.

    Playboy

        Playboy may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Playboy is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Playboy, in one or more related transactions, to another Person; unless:

(1)

either:



(a)

Playboy is the surviving corporation; or



(b)

the Person formed by or surviving any such consolidation or merger (if other than Playboy) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia;



(2)

the Person formed by or surviving any such consolidation or merger (if other than Playboy) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made assumes all the obligations of Playboy under its Note Guarantee, the indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee;



(3)

immediately after such transaction no Default or Event of Default exists;



(4)

Playboy or the Person formed by or surviving any such consolidation or merger (if other than Playboy) or the Person to which such sale, assignment, transfer, conveyance or other disposition shall have been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in the first paragraph of the covenant described above under the caption "— Incurrence of Indebtedness and Issuance of Preferred Stock;" and



(5)

immediately after such transaction, Playboy or the Person formed by or surviving any such consolidation or merger (if other than Playboy) or the Person to which such sale, assignment,

57

transfer, conveyance or other disposition shall have been made will own 100% of the equity interests of the Issuer.

        In addition, Playboy may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person.

        For purposes of this covenant, the sale, assignment, transfer, conveyance or other disposition (including by way of merger or consolidation) of all or substantially all of the properties and assets of one or more Subsidiaries of Playboy, which property or assets, if held by Playboy instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of Playboy on a consolidated basis, will be deemed to be the transfer of all or substantially all of the properties and assets of Playboy.

        Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition by Playboy (other than by lease) of all or substantially all of the properties and assets of Playboy, in accordance with this covenant, the successor corporation formed by such consolidation or into which Playboy is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, Playboy under the Indenture and its Guaranty. In the event of any such transfer (other than a transfer of less than all of the properties and assets of Playboy and its Subsidiaries, taken as a whole), the predecessor Playboy shall be released and discharged from all liabilities and obligations in respect of the Indenture and its Guaranty, and the predecessor Playboy may be dissolved, wound up or liquidated at any time thereafter.

Transactions with Affiliates

        Playboy will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"), unless:

(1)

such Affiliate Transaction is on terms that are no less favorable to Playboy or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Playboy or such Restricted Subsidiary with an unrelated Person; and



(2)

the Issuer delivers to the trustee:



(a)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors set forth in an officers' certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and



(b)

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to Playboy or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

        The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph:

(1)

transactions between or among Playboy and/or its Restricted Subsidiaries;



(2)

transactions or payments pursuant to any employee, officer or director compensation or benefit plans or arrangements entered into in the ordinary course of business to Persons who are not otherwise Affiliates of Playboy or any of its Restricted Subsidiaries;

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(3)

advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business, and in any case in an aggregate amount outstanding not exceeding $2.0 million at any time;



(4)

sale of an option to Mr. Hefner pursuant to which Mr. Hefner or any entity controlled by Mr. Hefner will have the right to purchase the Playboy Mansion and items of personal property located at the Playboy Mansion, if (A) the exercise price thereof is determined (i) in accordance with the provisions of the preceding paragraph, (ii) pursuant to another third-party appraisal process approved by a majority of the independent directors of Playboy or (iii) pursuant to a right of first refusal mechanism and equal to or greater than the amount of a bona fide offer made by a Person that is not an Affiliate of Playboy or any of its Restricted Subsidiaries, which offer has been approved by a majority of the independent directors of Playboy; provided, however, that following the occurrence of a Default or Event of Default or a default or event of default under the Credit Agreement, the right of Mr. Hefner or any entity controlled by Mr. Hefner to exercise the option (or to close the purchase, if the occurrence took place after the option exercise) would be based only upon a third-party appraisal process approved by a majority of the independent directors of Playboy; and (B) following the occurrence of a Default or Event of Default or a default or event of default under the Credit Agreement, the option would expire after the 30-day period immediately following the delivery to Mr. Hefner of a notice from the agent under the Credit Agreement or the trustee under the indenture and, if Mr. Hefner (or any entity controlled by Mr. Hefner) decided to exercise the option during the 30-day period, he (or such entity) would have an additional 90 days after the exercise of the option to complete the purchase of the Playboy Mansion.



(5)

Restricted Payments that are permitted by the provisions of the indenture described above under the caption "— Restricted Payments;" and



(6)

transactions pursuant to the Playboy Mansion West Lease Agreement between Playboy and Hugh Hefner or the Hefner Securities, as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole, are no less favorable to Playboy and its Restricted Subsidiaries than those in effect on the date of the indenture.

Additional Note Guarantees

        If Playboy or any of its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary on or after the date of the indenture, then that newly acquired or created Domestic Restricted Subsidiary must become a Guarantor, execute a supplemental indenture, become party to the Security Documents (and pledge its assets to the extent they would constitute Collateral) and deliver an opinion of counsel to the trustee within 20 Business Days of the date on which it was acquired or created. If Playboy.com becomes a Wholly Owned Restricted Subsidiary after the date of the indenture, then Playboy.com and each of its Domestic Restricted Subsidiaries must become a Guarantor, execute a supplemental indenture, become party to the Security Documents (and pledge its assets to the extent they would constitute Collateral) and deliver an opinion of counsel to the trustee within 20 Business Days of the date it became a Wholly Owned Restricted Subsidiary.

Designation of Restricted and Unrestricted Subsidiaries

        The Board of Directors of Playboy may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default; provided that in no event shall (i) the business currently operated by Playboy.com and its Subsidiaries be transferred to or held by an Unrestricted Subsidiary or (ii) the Issuer be designated as an Unrestricted Subsidiary. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by Playboy and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and that designation will only be permitted if such Investment would be permitted at

59

that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Playboy of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption "— Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would have occurred and be continuing following such designation.

Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries

        Playboy will not, and will not permit any of its Restricted Subsidiaries to, issue, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any Restricted Subsidiary of Playboy to any Person (other than Playboy or a Wholly Owned Restricted Subsidiary of Playboy), unless:

(1)

such issuance, transfer, conveyance, sale, lease or other disposition is of all the Equity Interests in such Restricted Subsidiary, and the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with the covenant described above under the caption "— Repurchase at the Option of Holders — Asset Sales";



(2)

if, immediately after giving effect to such issuance, transfer, conveyance, sale, lease or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under the "Restricted Payments" covenant if made on the date of such issuance or sale;



(3)

the sale or issuance is of Capital Stock representing directors qualifying shares or Capital Stock required by law to be held by a Person other than Playboy or a Restricted Subsidiary; or



(4)

such issuance is of the Hefner Securities.

        Notwithstanding the foregoing, Playboy.com may issue Playboy.com Series A Preferred Stock and common stock to holders of Playboy.com Series A Preferred Stock as required by the terms thereof as in effect on the date of the indenture.

Business Activities

        Playboy will not, and will not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to Playboy and its Restricted Subsidiaries taken as a whole.

Payments for Consent

        Playboy will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any holder of notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the notes unless such consideration is offered to be paid and is paid to all holders of the notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

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Reports

        Whether or not required by the Commission, so long as any notes are outstanding, Playboy will furnish to the holders of notes, within the time periods specified in the Commission's rules and regulations:

(1)

all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if Playboy were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by Playboy's certified independent accountants; and



(2)

all current reports that would be required to be filed with the Commission on Form 8-K if Playboy were required to file such reports.

        In addition, whether or not required by the Commission, Playboy will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Issuer and the note Guarantors have agreed that, for so long as any old notes remain outstanding, they will furnish to the holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. So long as the requirements of Rule 12h-5 under the Exchange Act are satisfied, filings by Playboy with the Commission will satisfy such requirement.

Events of Default and Remedies

        Each of the following is an Event of Default:

(1)

default for 30 consecutive days in the payment when due of interest on, or Liquidated Damages with respect to, the notes;



(2)

default in payment when due of the principal of, or premium, if any, on the notes;



(3)

failure by Playboy or any of its Restricted Subsidiaries to make an Offer to Purchase or thereafter accept and pay for notes validly tendered as required by the provisions described under the captions "— Repurchase at the Option of Holders — Change of Control," "— Repurchase at the Option of Holders — Asset Sales" or to comply with "— Certain Covenants — Merger, Consolidation or Sale of Assets";



(4)

failure by Playboy or any of its Restricted Subsidiaries for 60 days after notice to comply in any material respect with any of the other agreements in the indenture or the Security Documents;



(5)

default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Playboy or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Playboy or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the indenture, if that default:



(a)

is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or



(b)

results in the acceleration of such Indebtedness prior to its express maturity,

61

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $7.5 million or more;

(6)

failure by Playboy or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $7.5 million, excluding amounts covered by insurance under applicable policies, which judgments are not paid, discharged or stayed for a period of 60 days;



(7)

except as permitted by the indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee;



(8)

the Liens created by the Security Documents shall at any time not constitute a valid and perfected Lien on any material portion of the Collateral intended to be covered thereby (to the extent perfection by filing, registration, recordation or possession is required by the indenture or the Security Documents), or, except for expiration in accordance with its terms or amendment, modification, waiver, termination or release in accordance with the terms of the indenture, any of the Security Documents shall for whatever reason be terminated or cease to be in full force and effect, if in either case, such default continues for 30 days after notice, or the enforceability thereof shall be contested by the Issuer or any Guarantor; and



(9)

specified events of bankruptcy or insolvency with respect to Playboy or any of its Significant Restricted Subsidiaries.

        In the case of an Event of Default arising from specified events of bankruptcy or insolvency, with respect to the Issuer or Playboy, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately.

        Holders of the notes may not enforce the indenture or the notes except as provided in the indenture. Subject to specified limitations, holders of a majority in principal amount of the then outstanding notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages) if it determines that withholding notice is in their interest.

        The holders of a majority in aggregate principal amount of the notes then outstanding by notice to the trustee may on behalf of the holders of all of the notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, the notes.

        The Issuer is required to deliver to the trustee annually a statement regarding compliance with the indenture. Upon becoming aware of any Default or Event of Default, the Issuer is required to deliver to the trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or the Guarantors under the notes, the indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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Legal Defeasance and Covenant Defeasance

        The Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes and all obligations of the Guarantors discharged with respect to their Note Guarantees ("Legal Defeasance") except for:

(1)

the rights of holders of outstanding notes to receive payments in respect of the principal of, or interest or premium and Liquidated Damages, if any, on such notes when such payments are due from the trust referred to below;



(2)

the Issuer's obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;



(3)

the rights, powers, trusts, duties and immunities of the trustee, and the Issuer's and the Guarantors' obligations in connection therewith; and



(4)

the Legal Defeasance provisions of the indenture.

        In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Issuer and the Guarantors released with respect to specified covenants that are described in the indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "— Events of Default and Remedies" will no longer constitute an Event of Default with respect to the notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

(1)

the Issuer must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable U.S. government securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium and Liquidated Damages, if any, on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the notes are being defeased to maturity or to a particular redemption date;



(2)

in the case of Legal Defeasance, the Issuer shall have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;



(3)

in the case of Covenant Defeasance, the Issuer shall have delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;



(4)

no Default or Event of Default shall have occurred and be continuing either: (a) on the date of such deposit; or (b) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91st day after the date of deposit;

63

(5)

the Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Issuer or any of its Subsidiaries is a party or by which the Issuer or any of its Subsidiaries is bound;



(6)

the Issuer must have delivered to the trustee an opinion of counsel to the effect that, assuming no intervening bankruptcy of the Issuer or any Guarantor between the date of deposit and the 91st day following the deposit and assuming that no holder is an "insider" of the Issuer under applicable bankruptcy law, after the 91st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally;



(7)

the Issuer must deliver to the trustee an officers' certificate stating that the deposit was not made by the Issuer with the intent of preferring the holders of notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others; and



(8)

the Issuer must deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

        Except as provided in the next three succeeding paragraphs, the indenture or the notes may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes), and any existing default or compliance with any provision of the indenture or the notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes).

        Without the consent of each holder affected, an amendment or waiver may not (with respect to any notes held by a non-consenting holder):

(1)

reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;



(2)

reduce the principal of or change the fixed maturity of any note or alter the provisions, or waive any payment, with respect to the redemption of the notes;



(3)

reduce the rate of or change the time for payment of interest on any note;



(4)

waive a Default or Event of Default in the payment of principal of, or interest or premium, or Liquidated Damages, if any, on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);



(5)

make any note payable in money other than U.S. dollars;



(6)

make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the notes;



(7)

impair the right to institute suit for the enforcement of any payment on or with respect to the notes or the Note Guarantees;



(8)

except as otherwise permitted under the "Merger, Consolidation and Sale of Assets" covenant, consent to the assignment or transfer by the Issuer or any Guarantor of any of their rights or

64

obligations under the indenture (it being understood that amendments or waivers of clause (4) of the first paragraph of that covenant may be made with the consent of the holders of at least a majority in outstanding principal amount of the notes); or

(9)

make any change in the preceding amendment and waiver provisions.

        The Issuer, the Guarantors and the trustee may not amend or supplement the indenture to change or modify the obligation of the Issuer to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with the "— Repurchase at the Option of Holders — Asset Sales" covenant or the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with the "— Repurchase at the Option of Holders — Change of Control" covenant, including, in each case changing or modifying any definition relating thereto, or grant any waiver of the foregoing provisions, without the consent of holders of at least 66²/3% of the outstanding principal amount of the notes.

        Except as otherwise described herein or provided in the Security Documents, without the consent of holders of at least 66²/3% of the outstanding principal amount of the notes, no amendment may release any Guarantor from its obligations under its Note Guarantee, change any Note Guarantee in any manner that adversely affects the rights of any holder of notes under such Note Guarantee in any material respect or release all or substantially all of the Collateral from the Liens created by the Security Documents.

        Notwithstanding the preceding, without the consent of any holder of notes, the Issuer, the Guarantors and the trustee may amend or supplement the indenture or the notes to:

(1)

cure any ambiguity, defect or inconsistency, including conforming the indenture to this Description of the Notes;



(2)

provide for uncertificated notes in addition to or in place of certificated notes;



(3)

provide for the assumption of the Issuer's or any Guarantor's obligations to holders of notes in the case of a merger or consolidation or sale of all or substantially all of the Issuer's or such Guarantor's assets;



(4)

evidence and provide for the acceptance of appointment of a successor trustee;



(5)

provide for the issuance of additional notes in accordance with the indenture;



(6)

provide for the issuance of a Note Guarantee with respect to the notes;



(7)

make any change that would provide any additional rights or benefits to the holders of notes or that does not adversely affect the legal rights under the indenture of any such holder; or



(8)

comply with requirements of the Commission in order to effect or maintain the qualification of the indenture under the Trust Indenture Act.

        The consent of the holders of the notes is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if the consent approves the substance of the proposed amendment.

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Satisfaction and Discharge

        The indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1)

either:



(a)

all notes that have been authenticated (except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the trustee for cancellation; or



(b)

all notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable U.S. government securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the trustee for cancellation for principal, premium and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption;



(2)

no Default or Event of Default has occurred and is continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;



(3)

the Issuer or any Guarantor has paid or caused to be paid all sums payable by it under the indenture; and



(4)

the Issuer has delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

        In addition, the Issuer must deliver an officers' certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

        If the trustee becomes a creditor of the Issuer or any Guarantor, the indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

        The holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default shall occur and be continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless such holder shall have offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense.

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Additional Information

        Anyone who receives this prospectus may obtain a copy of the indenture, the Security Documents, the Intercreditor Agreement and the registration rights agreement without charge by writing to PEI Holdings, Inc., 680 North Lake Shore Drive, Chicago, Illinois 60611, Attention: Treasurer.

Form, Denomination and Registration of New Notes

        The new notes will be issued in registered form, without interest coupons, in denominations of $1,000 and integral multiples thereof, in the form of one or more global notes, as described below.

        The trustee is not required (i) to issue, register the transfer of or exchange any note for a period of 15 days before a selection of notes to be redeemed or purchased pursuant to an Offer to Purchase, (ii) to register the transfer of or exchange any note so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any note not being redeemed or purchased, or (iii) if a redemption or a purchase pursuant to an Offer to Purchase is to occur after a regular record date but on or before the corresponding interest payment date, to register the transfer or exchange of any note on or after the regular record date and before the date of redemption or purchase.

        No service charge will be imposed in connection with any transfer or exchange of any note, but the Issuer may in general require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.

New Global Notes

        One or more global notes representing the new notes will be deposited with a custodian for DTC, and registered in the name of a nominee of DTC. Beneficial interests in the these global notes (referred to collectively as the new global note) will be shown on records maintained by DTC and its direct and indirect participants, including Euroclear and Clearstream. So long as DTC or its nominee is the registered owner or holder of the new global note, DTC or such nominee will be considered the sole owner or holder of the notes represented by such global note for all purposes under the indenture and the notes. No owner of a beneficial interest in a global note will be able to transfer such interest except in accordance with DTC's applicable procedures and the applicable procedures of its direct and indirect participants.

        The Issuer will apply to DTC for acceptance of the new global note in its book-entry settlement system. The custodian and DTC will electronically record the principal amount of new notes represented by the new global note held within DTC. Investors may hold their beneficial interests in the new global note directly through DTC if they are participants in DTC, or indirectly through organizations which are participants in DTC.

        Payments of principal and interest under the new global note will be made to DTC's nominee as the registered owner of such new global note. We expect that the nominee, upon receipt of any such payment, will immediately credit DTC participants' accounts with payments proportional to their respective beneficial interests in the principal amount of the new global note as shown on the records of DTC. We also expect that payments by DTC participants to owners of beneficial interests will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of nominees for such customers. Such payments will be the responsibility of such participants, and none of the Issuer, the Guarantors, the trustee, the custodian or any paying agent or registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in the new global note or for maintaining or reviewing any records relating to such beneficial interests.

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Certificated New Notes

        If DTC notifies the Issuer that it is unwilling or unable to continue as depositary for the new global note and a successor depositary is not appointed by the Issuer within 90 days of such notice, or an Event of Default has occurred and the trustee has received a request from DTC, the trustee will exchange each beneficial interest in the new global note for one or more certificated new notes registered in the name of the owner of such beneficial interest, as identified by DTC.

Same Day Settlement and Payment

        The indenture requires that payments in respect of the new notes represented by the new global note be made by wire transfer of immediately available funds to the accounts specified by holders of the new global note. With respect to new notes in certificated form, the Issuer will make all payments by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each holder's registered address.

        The notes represented by the new global note are expected to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. The Issuer expects that secondary trading in any certificated new notes will also be settled in immediately available funds.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in the new global note from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Issuer that cash received in Euroclear or Clearstream as a result of sales of interests in the new global note by or through a Euroclear or Clearstream participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

Governing Law

        The indenture, the notes and the Note Guarantees shall be governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

        Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

"Acquired Debt" means, with respect to any specified Person:

(1)

Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and



(2)

Indebtedness secured by a Lien encumbering any asset acquired by such specified Person, (to the extent of the fair market value of such asset where the Indebtedness so secured is not the Indebtedness of such Person), or Indebtedness otherwise assumed by such specified Person in connection with an acquisition of assets from any other Person.

"Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition,

68

"control," as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise (it being understood that Playboy TV — Latin America, LLC is not an Affiliate of Playboy on the date of the indenture as a result of its ownership and governance structure as in effect on the date of the indenture). For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" shall have correlative meanings.

"Asset Sale" means:

(1)

the sale, lease, conveyance or other disposition of any assets or rights including by way of merger or consolidation; provided that the sale, conveyance or other disposition of all or substantially all of the assets of Playboy or the Issuer will be governed by the provisions of the indenture described above under the caption "— Repurchase at the Option of Holders — Change of Control" and/or the provisions described above under the caption "— Certain Covenants — Merger, Consolidation or Sale of Assets" and not by the provisions of the Asset Sale covenant; and



(2)

the issuance of Equity Interests by any of Playboy's Restricted Subsidiaries or the sale by Playboy or any of its Restricted Subsidiaries of Equity Interests in any of its Restricted Subsidiaries.

        Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

(1)

any single transaction or series of related transactions that involves assets having a fair market value of less than $1.0 million;



(2)

a transfer of assets between or among Playboy and its Restricted Subsidiaries;



(3)

an issuance of Equity Interests by a Restricted Subsidiary to Playboy or to another Restricted Subsidiary of Playboy;



(4)

an issuance of common stock of Playboy.com to holders of Playboy.com Series A Preferred Stock or pursuant to the exercise of warrants outstanding on the date of the indenture, in each case, as required by the terms thereof as in effect on the date of the indenture;



(5)

the sale, lease or license of assets or rights in the ordinary course of business consistent with past practice;



(6)

the sale of obsolete or worn-out assets;



(7)

the surrender or waiver of contract rights or settlement, release or surrender of a contract, tort or other litigation claim in the ordinary course of business;



(8)

the granting of Liens not prohibited by the indenture;



(9)

the sale or other disposition of cash or Cash Equivalents or other marketable securities (other than any marketable securities issued by any Subsidiary of Playboy);



(10)

any sale or other disposition of Equity Interests in or Indebtedness or other securities of an Unrestricted Subsidiary; and



(11)

a Restricted Payment or Permitted Investment that is not prohibited by the covenant described above under the caption "— Certain Covenants — Restricted Payments."

"Attributable Debt" means, in respect of a sale and leaseback transaction, at the time of determination, (i) in the case of a capital lease, the Capital Lease Obligation in respect thereof, or (ii) in all other cases, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction, including any period for which such lease has been extended

69

or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have a corresponding meaning.

"Board of Directors" means:

(1)

with respect to a corporation, the board of directors of the corporation;



(2)

with respect to a partnership, the board of directors of the general partner of the partnership; and



(3)

with respect to any other Person, the board or committee of such Person serving a similar function.

Unless the context otherwise provides, "Board of Directors" refers to the Board of Directors of Playboy.

"Califa Agreement" means the Asset Purchase Agreement, dated as of June 29, 2001, among Playboy, Califa Entertainment Group, Inc., V.O.D., Inc., Steven Hirsch, Dewi James and William Asher.

"Califa Obligation" means any obligation of Playboy, the Issuer or any Restricted Subsidiary pursuant to or arising in connection with the Califa Agreement or any related agreement, in each case, as amended from time to time.

"Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

"Capital Stock" means:

(1)

in the case of a corporation, corporate stock;



(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;



(3)

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and



(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person; provided that the foregoing expressly excludes any deferred compensation, phantom equity or similar benefit plan.

"Cash Equivalents" means:

(1)

United States dollars;



(2)

securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition;



(3)

certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of "B" or better;

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(4)

repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;



(5)

commercial paper having the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Rating Services and in each case maturing within one year after the date of acquisition; and



(6)

money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

"Change of Control" means the occurrence of any of the following:

(1)

the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Playboy and its Restricted Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act);



(2)

the adoption of a plan relating to the liquidation or dissolution of the Issuer or Playboy;



(3)

any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Principal and his Related Parties, becomes the Beneficial Owner, directly or indirectly, of 50% or more of the voting power of all classes of Voting Stock of Playboy, provided that the Principal and his Related Parties are the Beneficial Owner of less than 50% of the total voting power of all classes of Voting Stock of Playboy;



(4)

the first day on which a majority of the members of the board of directors of Playboy are not Continuing Directors;



(5)

the Issuer or Playboy consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into the Issuer or Playboy, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer or Playboy or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Issuer or Playboy outstanding immediately prior to such transaction is converted into or exchanged for (or continues as) Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance);



(6)

the Principal and his Related Parities and Affiliates are or become the Beneficial Owners, directly or indirectly, of more than 90% of the total capital stock of Playboy; or



(7)

Playboy ceases to own directly or indirectly 100% of the Equity Interests of the Issuer other than the Hefner Securities.

"Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus (without duplication):

(1)

provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus



(2)

consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether or not paid or accrued and whether or not capitalized (including, without limitation, to the extent properly characterized as interest expense in accordance with GAAP, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred

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payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income, provided that any amount of interest of a Restricted Subsidiary, if the net income of such Restricted Subsidiary is excluded in the calculation of Consolidated Net Income shall be excluded; plus

(3)

non-cash imputed interest expense on the deferred acquisition price of assets to the extent that such expense was deducted in computing such Consolidated Net Income; plus

(4)

depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense, to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period; provided that this exclusion shall not apply to restructuring reserves and the accretion of the liquidation preference and mandatory redemption price on the Playboy.com Series A Preferred Stock pursuant to the terms thereof as in effect on the date of the indenture) of such Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(5)

non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue consistent with past practice; minus

(6)

investments in programming; minus

(7)

cash expenses that relate to restructuring reserves other than restructuring reserves taken on or prior to December 31, 2002;

in each case, on a consolidated basis and determined in accordance with GAAP.

        Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of Playboy shall be added to Consolidated Net Income to compute Consolidated Cash Flow of Playboy only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to Playboy by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

"Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1)

the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary thereof;



(2)

the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

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(3)

the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded; and



(4)

the cumulative effect of a change in accounting principles shall be excluded.

"Continuing Directors" means, with respect to any specified Person, as of any date of determination, any member of the board of directors who:

(1)

was a member of such board of directors on the date of the indenture; or



(2)

was nominated for election or elected to such board of directors with the approval of (a) a majority of the Continuing Directors who were members of such board at the time of such nomination or election or (b) the Principal or a Related Party of the Principal.

"Credit Agreement" means that certain Credit Agreement, dated as of March 11, 2003, among the Issuer, each lender from time to time party thereto and Bank of America, N.A., as Agent, providing for revolving credit borrowing and letters of credit, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced or refinanced from time to time.

"Credit Facilities" means one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit and any Hedging Obligations owing to the lenders thereunder and their affiliates, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures (excluding any maturity as the result of the redemption thereof at the option of the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the notes mature, except to the extent that such Capital Stock is (either mandatorily or at the option of the issuer thereof) redeemable solely with, or exchangeable solely for, any Equity Interests of Playboy that are not Disqualified Stock; provided, however, that only the portion of Capital Stock or other security which so matures, is mandatorily redeemable or is so redeemable at the option of the holder prior to such date will be deemed to be Disqualified Stock; provided further that, if such Capital Stock or other security is issued to any employee or to any plan for the benefit of employees of Playboy or its Subsidiaries or by any such plan to such employees, such Capital Stock or other security will not constitute Disqualified Stock solely because it may be required to be repurchased by Playboy or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations as a result of such employee's termination, death or disability. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption " — Certain Covenants — Restricted Payments."

        "Domestic Restricted Subsidiary" means any Restricted Subsidiary that was formed under the laws of the United States or any state thereof or the District of Columbia or that Guarantees or otherwise provides direct credit support for any Indebtedness of Playboy or the Issuer.

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        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means an offer and sale of Equity Interests (other than Disqualified Stock) of Playboy for cash (other than offers and sales relating to any employee benefit plan of Playboy).

        "Existing Indebtedness" means the aggregate principal amount of Indebtedness of Playboy and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the date of the indenture, until such amounts are repaid.

        "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of:

(1)

the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; provided that (a) any amount of interest of a Restricted Subsidiary, if the net income of such Restricted Subsidiary is excluded in the calculation of Net Income, and (b) non-cash imputed interest expense on the deferred acquisition price of assets to the extent that the obligation represented by such imputed interest is either required to be or at the option of Playboy or such Restricted Subsidiary, as the case may be, may be satisfied solely through the issuance of Equity Interests of Playboy that are not Disqualified Stock shall be excluded; plus

(2)

the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3)

any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus

(4)

the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock or preferred stock of such Person or any of its Restricted Subsidiaries, other than (i) dividends on Equity Interests paid solely in Equity Interests of Playboy (other than Disqualified Stock), (ii) dividends paid to Playboy or any of its Restricted Subsidiaries, (iii) dividends and the accretion of the liquidation preference and mandatory redemption price on the Playboy.com Series A Preferred Stock pursuant to the terms thereof as in effect on the date of the indenture and (iv) dividends on the Hefner Securities permitted pursuant to clause (9) of the covenant described above under "— Certain Covenants — Restricted Payments", times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

        "Foreign Subsidiary" means any Restricted Subsidiary of Playboy other than a Domestic Restricted Subsidiary.

        "GAAP" means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of the indenture.

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        "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

        "Guarantors" means:

(1)

Playboy and



(2)

each direct or indirect Domestic Restricted Subsidiary of Playboy that executes a Note Guarantee in accordance with the provisions of the indenture;

and their respective successors and assigns unless and until such Guarantors are released from the Note Guarantees pursuant to the indenture.

        "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

(1)

interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and



(2)

other agreements or arrangements designed to protect such Person against fluctuations in interest rates, currency exchange rates or commodity prices.

        "Hefner Securities" means (i) preferred stock of the Issuer with an aggregate liquidation preference of $26.7 million outstanding on the date of the indenture and (ii) Equity Securities of Playboy (other than Disqualified Stock) issued in exchange therefor.

        "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

(1)

in respect of borrowed money;



(2)

evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof), excluding letters of credit securing obligations other than obligations described in clauses (1), (2), (4) and (6) of this paragraph and entered into in the ordinary course of business of such Person, to the extent such letters of credit are not drawn upon, or if drawn upon, to the extent such drawing is reimbursed no later than the third business day following receipt by such Person of a demand for reimbursement;



(3)

in respect of banker's acceptances;



(4)

representing Capital Lease Obligations or Attributable Debt;



(5)

representing the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense or trade payable, which purchase price is due more than six months after the date of placing such property in service or taking delivery and title or the completing of such services excluding any obligation to the extent that it is either required to be or at the option of such Person may be satisfied solely through the issuance of Equity Interests of Playboy that are not Disqualified Stock; or



(6)

representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP.

        In addition, the term "Indebtedness" includes

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(1)

all Indebtedness of others secured by a Lien on any asset of the specified Person whether or not such Indebtedness is assumed by the specified Person, provided that the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset as of the date of determination and (B) the amount of such Indebtedness, and, to the extent not otherwise included, the Guarantee by the specified Person of any indebtedness of any other Person;



(2)

obligations of such Person and its Restricted Subsidiaries to repay Disqualified Stock; and



(3)

the liquidation preference of all preferred stock of any of such Person's Restricted Subsidiaries other than the Playboy.com Series A Preferred Stock and the Hefner Securities.

        The amount of any Indebtedness outstanding as of any date shall be:

(1)

with respect to any contingent obligation included as Indebtedness, the maximum liability upon the occurrence of the contingency giving rise to the obligation;



(2)

with respect to any Hedging Obligation, the net amount payable if such Hedging Obligation terminated at that time due to default by such Person;



(3)

the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and



(4)

the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

        "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons, including Affiliates, in the forms of loans, including Guarantees or other obligations, advances or capital contributions (excluding commission, travel and similar advances to officers, employees, customers and suppliers made consistent with past practices), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Issuer, the Issuer shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "— Certain Covenants — Restricted Payments." The acquisition by the Issuer or any Restricted Subsidiary of the Issuer of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investment held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption "— Certain Covenants — Restricted Payments."

        "Leverage Ratio" means, on any date (the "transaction date"), the ratio of

(x)

the sum of consolidated Indebtedness of Playboy and its Restricted Subsidiaries to



(y)

the aggregate amount of Consolidated Cash Flow of Playboy for the four fiscal quarters immediately prior to the transaction date for which internal financial statements are available (the "reference period").

        In making the foregoing calculation,

(1)

any Indebtedness, Disqualified Stock or preferred stock to be repaid or redeemed on the transaction date will be excluded, and

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(2)

pro forma effect (determined in accordance with Regulation S-X under the Securities Act) will be given to:



(A)

the creation, designation or redesignation of Restricted and Unrestricted Subsidiaries,



(B)

the acquisition or disposition of companies, divisions or lines of businesses by Playboy and its Restricted Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Restricted Subsidiary after the beginning of the reference period, and



(C)

the discontinuation of any discontinued operations

that have occurred since the beginning of the reference period as if such events had occurred, and in the case of any disposition, the proceeds thereof applied, on the first day of the reference period. To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be based upon the most recent four full fiscal quarters for which the relevant financial information is available.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

        "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1)

any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and



(2)

any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

        "Net Proceeds" means the aggregate proceeds in cash or Cash Equivalents received by Playboy or any of its Restricted Subsidiaries in respect of any Asset Sale, including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, and amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

        "Non-Recourse Debt" means Indebtedness:

(1)

as to which neither Playboy nor any of its Restricted Subsidiaries (a) provides credit support of any kind, including any undertaking, agreement or instrument that would constitute Indebtedness, (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;



(2)

no default with respect to which, including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary, would permit upon notice, lapse of time or both any holder of any Indebtedness of Playboy or any of its Restricted Subsidiaries to declare a

77

default on such Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

(3)

as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Playboy or any of its Restricted Subsidiaries.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

        "Permitted Business" means any business conducted or proposed to be conducted (as described in the prospectus) by Playboy, the Issuer and its Restricted Subsidiaries on the date of the indenture and other businesses reasonably related, complementary or ancillary thereto.

        "Permitted Investments" means:

(1)

any Investment in Playboy, the Issuer or a Restricted Subsidiary of Playboy;



(2)

any Investment in Cash Equivalents and, in the case of any Subsidiary of Playboy that was not formed under the laws of the United States or any state thereof or the District of Columbia, Investments in short-term instruments substantially similar to Cash Equivalents and customarily used in the country in which such Subsidiary is located;



(3)

any Investment by Playboy or any Restricted Subsidiary of Playboy in a Person, if as a result of such Investment:



(a)

such Person becomes a Restricted Subsidiary of Playboy and a Guarantor; or



(b)

such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Playboy, the Issuer, a Wholly-Owned Restricted Subsidiary of Playboy that is a Guarantor or Playboy.com or any of its Wholly-Owned Restricted Subsidiaries;



(4)

any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "— Repurchase at the Option of Holders — Asset Sales";



(5)

any Investment made solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Playboy;



(6)

Hedging Obligations;



(7)

any Investments made solely to fund Playboy's 1997 deferred compensation plan for non-employee directors or any successor plan approved by the Board of Directors of Playboy;



(8)

any Investments received in satisfaction of judgments, settlements of debt or compromises of obligations incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor, customer or joint venture partner;



(9)

receivables owing to Playboy, the Issuer or any Restricted Subsidiary of the Issuer if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as Playboy, the Issuer or such Restricted Subsidiary deems reasonable under the circumstances;



(10)

Investments in joint ventures to which Playboy, the Issuer or a Restricted Subsidiary is party on the date of the indenture, in an aggregate amount not to exceed $2.5 million;



(11)

Investments in a Person received solely in exchange for (a) licenses to intellectual property (other than an exclusive license or licenses to use in the United States or a majority of states or states

78

incorporating a majority of the population of the United States thereof (i) the Playboy name or Rabbit Head Design for all or substantially all of its current uses, (ii) all or substantially all of the video and film library owned by Playboy and its Subsidiaries for all or substantially all of its current uses or (iii) all or substantially all of the image library owned by Playboy and its Subsidiaries for all or substantially all of its current uses) or (b) other property (excluding cash or Cash Equivalents) in an aggregate amount in the case of clause (b) not to exceed $5.0 million;

(12)

Investments deemed to have been made as a result of the acquisition of a Person that at the time of such acquisition held instruments constituting Investments that were not acquired in contemplation of the acquisition of such Person; and



(13)

other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) since the date of the indenture, not to exceed $5.0 million.

        "Permitted Liens" means:

(1)

Liens on the assets (other than Primary Collateral) of the Issuer and any Guarantor securing Obligations under or with respect to Credit Facilities (including interest, fees, costs and expenses and including Hedging Obligations owing to the lenders thereunder and their affiliates), provided that the aggregate principal amount of such Obligations (excluding interest, fees, costs and expenses thereon) so secured does not exceed $30 million;



(2)

Liens securing the notes or any Note Guarantee;



(3)

Liens in favor of the Issuer or any Guarantor;



(4)

Liens on property or assets of a Person existing at the time such Person is acquired by, merged with or into or consolidated with Playboy or any of its Restricted Subsidiaries; provided that such Liens were not entered into in contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Playboy or the Restricted Subsidiary;



(5)

Liens on property or assets existing at the time of acquisition thereof by Playboy or any of its Restricted Subsidiaries, provided that such Liens were not entered into in contemplation of such acquisition and do not extend to any property other than the property or assets so acquired;



(6)

Liens existing on the date of the indenture;



(7)

any attachment or judgment Lien not constituting an Event of Default;



(8)

Liens upon real or personal property acquired after the date of the indenture; provided that (a) such Lien is created solely for the purpose of securing Indebtedness incurred to finance all or any part of the purchase price or cost of construction or improvement of the property or assets subject thereto and such Lien is created prior to, at the time of or within 12 months after the later of the acquisition, completion of construction or commencement of full operation of such property or assets or to refinance any such Indebtedness previously so secured; (b) the principal amount of the Indebtedness secured by such Lien does not exceed 100% of such cost; and (c) such Lien must not extend to or cover any property or assets other than such item of property or assets and any improvements on such item;



(9)

Liens on the assets of the Issuer and any Guarantor securing Indebtedness permitted by the covenant entitled "— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock" which Liens (x) do not extend to any assets other than the Collateral and (y) rank equally in right of payment with or are junior to the Liens securing the notes; provided that any Liens on the

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Primary Collateral securing Obligations under or with respect to the Credit Facilities must be junior to the Liens securing the Notes;

(10)

Liens of taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being contested in good faith by appropriate proceedings and subject to appropriate reserves in conformity with GAAP;



(11)

Liens incurred in the ordinary course of business not securing Indebtedness and not in the aggregate materially detracting from the value of the properties or their use in the operation of the business of Playboy and its Restricted Subsidiaries;



(12)

Liens incurred in the ordinary course of business of Playboy or any Restricted Subsidiary of Playboy with respect to obligations that do not exceed $10.0 million at any one time outstanding;



(13)

extensions, renewals or replacements of any Liens referred to in clauses (4), (5), (6) or (8) in connection with the refinancing of the obligations secured thereby, provided that such Lien does not extend to any other property and, except as contemplated by the definition of "Permitted Refinancing Indebtedness," the amount secured by such Lien is not increased;



(14)

Liens, bonds and deposits to secure the performance of statutory obligations, bids, trade contracts and leases, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business (including bonds in connection with sweepstakes);



(15)

Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customer duties in connection with the importation of goods and other similar Liens arising in the ordinary course of business;



(16)

leases and subleases granted to third Persons not materially interfering with the ordinary course of business of Playboy and its Restricted Subsidiaries taken as a whole;



(17)

Liens incurred or pledges or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security laws or regulations;



(18)

deposits made in the ordinary course of business to secure liability to insurance carriers;



(19)

licensing agreements for use of intellectual property entered into in the ordinary course of business;



(20)

Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by Playboy and its Restricted Subsidiaries in the ordinary course of business;



(21)

Liens securing Hedging Obligations entered into for the purpose of managing interest rate risk with respect to the Credit Facilities or the notes which are otherwise permitted under the Indenture;



(22)

any Lien arising as a result of the sale of an option referenced in the indenture provision described in clause (4) of the second paragraph under "— Certain Covenants — Transactions with Affiliates";



(23)

Liens on any item of Product or rights in Product to the extent securing residuals, deferments or participations payable by Playboy or any Restricted Subsidiary of Playboy relating exclusively to such items of Product or rights in Product; and



(24)

Liens on any asset relating to any item of Product or rights in Product acquired by Playboy or any of its Restricted Subsidiaries granted in accordance with customary industry practice in favor of any lender or financier financing any or all of the development, acquisition or production costs of such item of Product or in favor of any person guaranteeing the completion of production or delivery of such item of Product, provided the Lien is and will remain confined to the same Product or rights in Product so acquired.

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        "Permitted Refinancing Indebtedness" means any Indebtedness of Playboy or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of Playboy or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1)

the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable expenses incurred in connection therewith);



(2)

such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;



(3)

if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and



(4)

such Indebtedness is incurred either by Playboy, the Issuer or by the Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

        "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

        "Playboy Mansion" means the property located at 10236 Charing Cross Road, Holmby Hills, California.

        "Principal" means Hugh M. Hefner or the Hugh M. Hefner 1991 Trust, acting by its trustees, or in the event of Hugh M. Hefner's death, the Hugh M. Hefner 1991 Trust and its successor trusts, acting by their trustees; the estate of Hugh M. Hefner, acting by its personal representatives; the Hugh M. Hefner Foundation, acting by its directors; the beneficiaries of the Hugh M. Hefner 1991 Trust and its successor trusts; the beneficiaries of the estate of Hugh M. Hefner; or the heirs at law or descendants of Hugh M. Hefner or trusts created for their benefit.

        "Product" means any still or motion pictures, films, videos, movies, sound recordings, script or similar audio, print or visual media of communication in use now, in the past or in the future or any elements thereof in which Playboy or any Restricted Subsidiary of Playboy has any proprietary or financial interest including merchandising rights related thereto.

        "Related Party" means:

(1)

any controlling stockholder, partner, member, 80% (or more) owned Subsidiary, or spouse, descendant, or beneficiary of any Principal; or



(2)

the Hugh M. Hefner 1991 Trust and its successor trusts, acting by their trustees; the Hugh M. Hefner Foundation; any other trust established by a Principal for the primary benefit of the Principal or his or her spouse, descendants, or heirs at law; any other charitable foundation created by Hugh M. Hefner; and any corporation, partnership, limited liability company, or other entity, the stockholders, partners, members, owners, or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Principals and/or such Persons referred to in the immediately preceding clause (1).

        "Restricted Investment" means an Investment other than a Permitted Investment.

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        "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary, it being understood that the Issuer shall be a Restricted Subsidiary of Playboy at all times that it is a Subsidiary of Playboy.

        "Security Documents" means, the security documents granting a security interest in any assets of any Person to secure the Obligations under the notes and the Note Guarantees as each may be amended, restated, supplemented or otherwise modified from time to time.

        "Significant Restricted Subsidiary" means any Restricted Subsidiary that would, or group of Restricted Subsidiaries that would, taken together, be a "significant subsidiary" as defined in Rule 1-02(w)(1) or (2) of Regulation S-X promulgated under the Securities Act, as such regulation is in effect on the date of the indenture.

        "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

        "Subsidiary" means, with respect to any specified Person:

(1)

any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and



(2)

any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

        "Subsidiary Guarantors" means each Guarantor, other than Playboy.

        "Unrestricted Subsidiary" means any Subsidiary of Playboy that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a board resolution, but only to the extent that such Subsidiary:

(1)

has no Indebtedness other than Non-Recourse Debt;



(2)

is not party to any agreement, contract, arrangement or understanding with Playboy or any of its Restricted Subsidiaries unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Playboy or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Playboy or such Restricted Subsidiary;



(3)

is a Person with respect to which neither Playboy nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results;



(4)

has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Playboy or any of its Restricted Subsidiaries; and



(5)

has at least one director on its Board of Directors that is not a director or executive officer of Playboy or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of Playboy or any of its Restricted Subsidiaries.

        Any designation of a Restricted Subsidiary of Playboy as an Unrestricted Subsidiary shall be evidenced to the trustee by filing with the trustee a certified copy of the board resolution giving effect to such

82

designation and an officers' certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the caption "— Certain Covenants — Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of Playboy as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock," the Issuer shall be in default of such covenant.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)

the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by



(2)

the then outstanding principal amount of such Indebtedness.

        "Wholly Owned Restricted Subsidiary" of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries of such Person.

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MATERIAL U.S. FEDERAL TAX CONSEQUENCES

        The following is a general discussion of material U.S. federal income and estate tax considerations of (i) the exchange of the old notes for the new notes pursuant to the exchange offer by a holder of old notes that acquired its old notes in their original issuance for cash at the initial offering price and (ii) the ownership and disposition of the new notes as of the date of this prospectus. The discussion is based on the Internal Revenue Code of 1986, as amended, Treasury regulations, judicial authorities, published positions of the Internal Revenue Service (the "IRS") and other applicable authorities, all as in effect on the date of this prospectus and all of which are subject to change or differing interpretations (possibly with retroactive effect). This discussion is limited to persons who will hold the new notes as capital assets for U.S. federal income tax purposes (generally, assets held for investment). This summary does not address all of the tax consequences that may be relevant to a particular holder or to holders that may be subject to special treatment under U.S. federal income tax laws (such as financial institutions, tax-exempt organizations, real estate investment companies, regulated investment companies, insurance companies, and broker-dealers), to persons that are or will hold the new notes through a pass-through entity, to persons that will hold the new notes as part of a straddle, hedge or synthetic security transaction for U.S. federal income tax purposes or to U.S. Holders (as defined below) that have a functional currency other than the U.S. dollar. No ruling has been or will be sought from the IRS regarding any matter discussed herein. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects set forth below. Prospective investors must consult their own tax advisors as to the U.S. federal income tax consequences of acquiring, holding and disposing of new notes, as well as the effects of state, local and non-U.S. tax laws.

        For purposes of this discussion, a U.S. person means any of the following:

•

an individual who is a citizen or resident of the United States;



•

a corporation or partnership, created or organized under the laws of the United States or any state or political subdivision thereof;



•

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or



•

a trust that (i) is subject to the primary supervision of a U.S. court and which has one or more U.S. fiduciaries who have the authority to control all substantial decisions of the trust, or (ii) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

        As used herein, the term "U.S. Holder" means a beneficial owner of the notes that is a U.S. person and the term "Non-U.S. Holder" means a beneficial owner of the notes that is not a U.S. person.

        If a partnership holds the notes, the tax treatment of a partner generally will depend upon the status of the partner and upon the activities of the partnership. If you are a partner of a partnership holding the notes, we suggest that you consult your tax advisor.

Tax Consequences to U.S. Holders

        The following discussion is limited to the material U.S. federal income tax consequences relevant to U.S. Holders. Material U.S. federal income tax consequences relevant to Non-U.S. Holders are discussed separately below.

Exchange Offer

        The exchange of new notes for old notes pursuant to the exchange offer will not be treated as a taxable event for U.S. federal income tax purposes. Rather, the new notes received by a holder will be treated as a continuation of the old notes in the hands of such holder. Accordingly, such a holder will have the same tax basis and holding period in the new notes as it had in the old notes immediately prior to the exchange.

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Payments of Interest

        Payments of the stated interest on the new notes generally will be taxable to a U.S. Holder as ordinary interest income at the time such payments are accrued or received, in accordance with the U.S. Holder's method of accounting for U.S. federal income tax purposes.

Sale or Disposition of a New Note

        A sale or other disposition of a new note generally will result in capital gain or loss equal to the difference between the amount of cash and fair market value of other property received for the new note and the U.S. Holder's adjusted tax basis in the new note (except to the extent that such cash or other property is attributable to the payment of accrued and unpaid interest not previously included in income, which amount will be taxable as ordinary income). Capital gain or loss recognized on the sale or other disposition of a new note held for more than one year will be long-term capital gain or loss. Certain limitations apply to the deductibility of capital losses.

Information Reporting and Backup Withholding

        A U.S. Holder of a new note may be subject to information reporting and "backup withholding" with respect to certain "reportable payments," including interest payments and, under certain circumstances, principal payments on and gross proceeds from the disposition of a new note. The backup withholding rules apply if the U.S. Holder, among other things, (i) fails to properly furnish its social security number or other taxpayer identification number ("TIN"), (ii) furnishes an incorrect TIN, (iii) fails to properly report the receipt of interest or dividends or (iv) under certain circumstances, fails to provide a certified statement, signed under penalties of perjury, that the TIN furnished is the correct number and that such U.S. Holder is not subject to backup withholding. A U.S. Holder that does not provide us with its correct TIN also may be subject to penalities imposed by the IRS. Backup withholding will not apply with respect to payments made to certain holders, including corporations and tax-exempt organizations, provided their exemptions from backup withholding are properly established. We will report annually to the IRS and to each U.S. Holder of a new note the amount of any reportable payments and the amount, if any, of tax withheld with respect to such payments.

        Backup withholding is not an additional tax. Any amounts we withhold under the backup withholding rules will be allowed as a refund or a credit against such U.S. Holder's U.S. federal income tax liability, provided that the requisite procedures are followed and certain information is provided to the IRS.

Tax Consequences to Non-U.S. Holders

        The following discussion is limited to the material U.S. federal income tax consequences relevant to Non-U.S. Holders.

Exchange Offer

        The exchange of new notes for old notes pursuant to the exchange offer will not be treated as a taxable event for U.S. federal income tax purposes. Rather, the new notes received by a holder will be treated as a continuation of the old notes in the hands of such holder. Accordingly, such a holder will have the same tax basis and holding period in the new notes as it had in the old notes immediately prior to the exchange.

U.S. Federal Withholding Tax

        Subject to the discussion below concerning information reporting and backup withholding, payments of interest on a new note to any Non-U.S. Holder will qualify for the "portfolio interest exemption" and

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therefore will not be subject to U.S. federal income tax or withholding tax, provided that all of the following are true:

•

the interest is not effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder;



•

the Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote;



•

the Non-U.S. Holder is not a controlled foreign corporation to which we are a related person for U.S. federal income tax purposes; and



•

the Non-U.S. Holder certifies, on Form W-8BEN (or a permissible substitute) under penalties of perjury, that it is a Non-U.S. Holder and provides its name and address.

        In addition, payments of principal and interest on a new note to any Non-U.S. Holder generally will not be subject to withholding of U.S. federal income tax if the holder holds its new notes directly through a "qualified intermediary" and the qualified intermediary has sufficient information in its files indicating that the holder is not a U.S. Holder. A qualified intermediary is a bank, broker or other intermediary that (1) is either a U.S. or a non-U.S. entity, (2) is acting out of a non-U.S. branch or office and (3) has signed an agreement with the IRS providing that it will administer all or part of the U.S. tax withholding rules under specified procedures.

        Interest paid to a Non-U.S. Holder that does not qualify for the above exemption from withholding tax will generally be subject to withholding of U.S federal income tax at the rate of 30%, unless the Non-U.S. Holder of the note provides us with a properly executed:

•

IRS Form W-8BEN (or a permissible substitute) claiming an exemption from (or reduction in) withholding under the benefit of an applicable income tax treaty; or



•

IRS Form W-8ECI stating that the interest paid on the new note is not subject to withholding tax because it is effectively connected with the Non U.S. Holder's conduct of a trade or business in the United States. If, however, the interest is effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder, the interest will be subject to U.S federal income tax imposed on net income on the same basis as applies to U.S. persons generally and, for corporate holders and under certain circumstances, also the branch profits tax.

        Even if a Non-U.S. Holder qualifies for one of the above exemptions, interest paid to it will be subject to withholding tax under any of the following circumstances:

•

the withholding agent or an intermediary knows or has reason to know that the Non-U.S.Holder is not entitled to an exemption from withholding tax;



•

the IRS notifies the withholding agent that information that the Non-U.S Holder or an intermediary provided concerning the Non-U.S. Holder's status is false; or



•

an intermediary through which the Non-U.S. Holder holds the new notes fails to comply with the procedures necessary to avoid withholding taxes on the new notes. In particular, an intermediary is generally required to forward a copy of the Non-U.S. Holder's Form W-8BEN (or other documentary information concerning its status) to the withholding agent for the new notes. However, if a Non-U.S. Holder holds its new notes through a qualified intermediary, or if there is a qualified intermediary in the chain of title between the Non-U.S. Holder and the withholding agent for the new notes, the qualified intermediary is not required generally to forward this information to the withholding agent.

        Non-U.S. Holders should consult any applicable income tax treaties, which may provide for exemption from or reduction in U.S. withholding and for other rules different from those described above.

86

Sale or Other Disposition of a New Note

        Subject to the discussion below concerning information reporting and backup withholding, any gain realized by a Non-U.S. Holder on the sale or other disposition of a new note generally will not be subject to U.S. federal income tax unless (i) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business within the United States, (ii) the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are satisfied or (iii) the Non-U.S. Holder is subject to tax pursuant to the provisions of U.S. tax law applicable to certain U.S. expatriates.

Information Reporting and Backup Withholding

        Payments of principal and interest made in respect of new notes held by a Non-U.S. Holder generally will not be subject to information reporting and backup withholding if the holder properly certifies as to its non-U.S. status under penalties of perjury or otherwise establishes an exemption. A Non-U.S. Holder generally will provide such information (and other required certifications) on IRS Form W-8BEN. However, the exemption does not apply if the withholding agent or an intermediary knows or has reason to know that the holder should be subject to the usual information reporting or backup withholding rules.

        The payment of the proceeds of the sale or other taxable disposition of a new note by or through the U.S. office of a broker is subject to information reporting (and possible backup withholding unless the Non-U.S. Holder properly certifies its non-U.S. status under penalties of perjury or otherwise establishes an exemption). Information reporting requirements, but not backup withholding, generally will also apply to payments of proceeds of sales or other taxable dispositions of new notes by or through non-U.S. offices of U.S. brokers or by or through non-U.S. brokers with certain types of relationships to the United States unless the broker has documentary evidence in its files that the Non-U.S. Holder is not a U.S. person and such broker has no actual knowledge to the contrary or the Non-U.S. Holder otherwise establishes an exemption. Neither information reporting nor backup withholding generally will apply to a payment of the proceeds of a sale or other taxable disposition of a new note by or through a foreign office of a foreign broker not subject to the preceding sentence.

        Backup withholding is not an additional tax. Any amounts we withhold under the backup withholding rules will be allowed as a refund or a credit against such Non-U.S. Holder's U.S. federal income tax liability, provided that the requisite procedures are followed and certain information is provided to the IRS.

Treatment of the New Notes for U.S. Federal Estate Tax Purposes

        New notes held by an individual who is a Non-U.S. Holder at the time of his or her death generally will not be subject to U.S. federal estate tax provided that, at the time of death, the Non-U.S. Holder is exempt from withholding of U.S. federal income tax under the rules described above.

87

PLAN OF DISTRIBUTION AND SELLING RESTRICTIONS

        The exchange offer is not being made to, nor will the issuer or the guarantors accept surrenders of old notes for exchange from, holders of old notes in any jurisdiction in which the exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

        The distribution of this prospectus and the offer and sale of the new notes may be restricted by law in certain jurisdictions. Persons who come into possession of this prospectus or any of the new notes must inform themselves about and observe any such restrictions. You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the new notes or possess or distribute this prospectus and, in connection with any purchase, offer or sale by you of the new notes, must obtain any consent, approval or permission required under the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchase, offer or sale.

        Based on interpretive letters issued by the SEC staff to third parties in transactions similar to the exchange offer, we believe that a holder of new notes, other than a broker-dealer, may offer new notes (together with the guarantees thereof) for resale, resell and otherwise transfer the new notes (and the related guarantees) without delivering a prospectus to prospective purchasers, if the holder acquired the new notes in the ordinary course of business, has no intention of engaging in a "distribution," as defined under the Securities Act, of the new notes and is not an "affiliate," as defined under the Securities Act, of the issuer or any guarantor.

        Any broker-dealer that holds old notes acquired for its own account as a result of market-making activities or other trading activities (other than old notes acquired directly from the issuer) may exchange those old notes pursuant to the exchange offer; however, such broker-dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the new notes received by such broker-dealer in the exchange offer. To date, the SEC has taken the position that broker-dealers may use a prospectus such as this one to fulfill their prospectus delivery requirements with respect to resales of new notes received in an exchange such as the exchange pursuant to the exchange offer, if the old notes for which the new notes were received in the exchange were acquired for their own accounts as a result of market-making or other trading activities. Any profit on these resales of new notes and any commissions or concessions received by a broker-dealer in connection with these resales may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period ending on the earlier of 180 days from the date on which the exchange offer registration statement is declared effective and the date on which broker-dealers are no longer required to deliver a prospectus in connection with market-making or other trading activities, the issuer and the guarantors will use their reasonable best efforts to keep the exchange offer registration statement effective and make this prospectus, as amended or supplemented, available to broker-dealers for use in connection with such resales.

        A broker-dealer desiring that the exchange offer registration statement be kept continuously effective for resales of new notes must notify the issuer in writing that such broker-dealer acquired new notes as a result of market-making or other similar activities such that the broker-dealer would be required to deliver a prospectus under the Securities Act upon a subsequent sale or other disposition of the new notes.

        We will not receive any proceeds from any sale of the new notes by broker-dealers. Broker-dealers acquiring new notes for their own accounts may sell the notes in one or more transactions in the over-the-counter market, in negotiated transactions, through writing options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or

88

to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of such new notes.

        We have agreed to pay all expenses incident to our participation in the exchange offer, including the reasonable fees and disbursements of one counsel for the holders of old notes and the initial purchasers, other than underwriting discounts and commissions, and will indemnify holders of the old notes, including any broker-dealers selling new notes in accordance with this "Plan of Distribution and Selling Restrictions" section, against specified types of liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

        The validity of the new notes and the guarantees offered hereby are being passed upon for the issuer and the guarantors by Skadden, Arps, Slate, Meagher & Flom (Illinois), Chicago, Illinois.

EXPERTS

        The consolidated financial statements of Playboy Enterprises, Inc. at December 31, 2002 and 2001, and for each of the years in the period ended December 31, 2002, appearing in this prospectus, and the financial statement schedule appearing in the registration statement of which this prospectus is a part, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon, appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in auditing and accounting.

        The consolidated financial statements of Playboy TV International, LLC and subsidiaries as of December 31, 2001 and 2000 and for the years ended December 31, 2001 and 2000 incorporated by reference into this prospectus have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the entity's ability to continue as a going concern), which is incorporated by reference herein, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

89

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Operations—Fiscal Years Ended December 31, 2002, 2001 and 2000	F-2
Consolidated Balance Sheets—December 31, 2002 and 2001	F-3
Consolidated Statements of Shareholders' Equity—Fiscal Years Ended December 31, 2002, 2001 and 2000	F-4
Consolidated Statements of Cash Flows—Fiscal Years Ended December 31, 2002, 2001 and 2000	F-5
Notes to Consolidated Financial Statements	F-6
Report of Independent Auditors	F-42
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Quarters Ended March 31, 2003 and 2002 (Unaudited)	F-43
Condensed Consolidated Balance Sheets at March 31, 2003 (Unaudited) and December 31, 2002	F-44
Condensed Consolidated Statements of Cash Flows for the Quarters Ended March 31, 2003 and 2002 (Unaudited)	F-45
Notes to Condensed Consolidated Financial Statements	F-46

F-1

PLAYBOY ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

			Fiscal Year Ended 12/31/02			Fiscal Year Ended 12/31/01			Fiscal Year Ended 12/31/00
Net revenues			$	277,622		$	287,583		$	303,360
Costs and expenses
	Cost of sales			(204,616	)		(237,048	)		(261,007	)
	Selling and administrative expenses			(58,117	)		(58,050	)		(55,385	)
	Restructuring expenses			(6,643	)		(3,776	)		(3,908	)
		Total costs and expenses		(269,376	)		(298,874	)		(320,300	)
Gain (loss) on disposals				442			(955	)		(2,924	)
Operating income (loss)				8,688			(12,246	)		(19,864	)
Nonoperating income (expense)
	Investment income			125			786			1,519
	Interest expense			(15,147	)		(13,970	)		(9,148	)
	Amortization of deferred financing fees			(993	)		(905	)		(840	)
	Minority interest			(1,724	)		(704	)		(125	)
	Equity in operations of PTVI and other			279			(746	)		(375	)
	Vendor settlement			750			—			—
	Playboy.com registration statement expenses			—			—			(1,582	)
	Legal settlement			—			—			(622	)
	Other, net			(569	)		(542	)		(362	)
		Total nonoperating expense		(17,279	)		(16,081	)		(11,535	)
Loss before income taxes and cumulative effect of change in accounting principle				(8,591	)		(28,327	)		(31,399	)
Income tax expense				(8,544	)		(996	)		(16,227	)
Loss before cumulative effect of change in accounting principle				(17,135	)		(29,323	)		(47,626	)
Cumulative effect of change in accounting principle (net of tax)				—			(4,218	)		—
Net loss			$	(17,135	)	$	(33,541	)	$	(47,626	)
Basic and diluted weighted average number of common shares outstanding				25,595			24,411			24,240
Basic and diluted earnings per common share
Loss before cumulative effect of change in accounting principle			$	(0.67	)	$	(1.20	)	$	(1.96	)
Cumulative effect of change in accounting principle (net of tax)				—			(0.17	)		—
Net loss			$	(0.67	)	$	(1.37	)	$	(1.96	)

The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.

F-2

PLAYBOY ENTERPRISES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

		Dec. 31, 2002			Dec. 31, 2001
Assets
Cash and cash equivalents		$	4,118		$	4,610
Marketable securities			2,677			3,182
Receivables, net of allowance for doubtful accounts of $5,124 and $6,406, respectively			42,211			41,846
Receivables from related parties			1,542			12,417
Inventories, net			10,498			13,962
Deferred subscription acquisition costs			12,038			12,111
Other current assets			11,296			7,857
	Total current assets		84,380			95,985
Receivables from related parties			—			50,000
Property and equipment, net			11,716			10,749
Programming costs, net			52,347			56,213
Goodwill			111,893			112,338
Trademarks			55,219			52,185
Distribution agreements, net of accumulated amortization of $6,598 and $2,199, respectively			34,284			26,301
Other noncurrent assets			19,882			22,469
Total assets		$	369,721		$	426,240
Liabilities
Financing obligations		$	6,402		$	8,561
Financing obligations to related parties			17,235			15,000
Acquisition liabilities			13,427			21,023
Accounts payable			24,596			19,293
Accounts payable to related parties			—			169
Accrued salaries, wages and employee benefits			10,419			8,717
Deferred revenues			52,633			47,913
Deferred revenues from related parties			—			8,382
Other liabilities and accrued expenses			17,648			18,453
	Total current liabilities		142,360			147,511
Financing obligations			58,865			73,017
Financing obligations to related parties			10,000			5,000
Acquisition liabilities			39,685			41,079
Deferred revenues from related parties			—			44,350
Net deferred tax liabilities			12,375			5,313
Other noncurrent liabilities			18,621			28,445
	Total liabilities		281,906			344,715
Commitments and contingencies
Shareholders' equity
Common stock, $0.01 par value
	Class A voting — 7,500,000 shares authorized; 4,864,102 issued		49			49
	Class B nonvoting — 30,000,000 shares authorized; 21,422,321 and 19,930,142 issued, respectively		214			199
Capital in excess of par value			146,091			123,090
Accumulated deficit			(54,060	)		(36,925	)
Unearned compensation — restricted stock			(2,713	)		(3,019	)
Accumulated other comprehensive loss			(1,766	)		(1,869	)
	Total shareholders' equity		87,815			81,525
Total liabilities and shareholders' equity		$	369,721		$	426,240

The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.

F-3

PLAYBOY ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands)

		Class A Common Stock		Class B Common Stock		Capital in Excess of Par Value			Retained Earnings (Accum. Deficit)			Unearned Comp.- Restricted Stock			Accumulated Other Comprehensive Income (Loss)			Total
Balance at December 31, 1999		$	49	$	196	$	120,337		$	44,242		$	(3,624	)	$	81		$	161,281
	Net loss		—		—		—			(47,626	)		—			—			(47,626	)
	Shared issued, vested or forfeited under stock plans, net		—		—		510			—			911			—			1,421
	Other comprehensive loss		—		—		—			—			—			(563	)		(563	)
	Other		—		—		(328	)		—			—			—			(328	)
Balance at December 31, 2000			49		196		120,519			(3,384	)		(2,713	)		(482	)		114,185
	Net loss		—		—		—			(33,541	)		—			—			(33,541	)
	Shares issued, vested or forfeited under stock plans, net		—		3		2,504			—			(306	)		—			2,201
	Other comprehensive loss		—		—		—			—			—			(1,631	)		(1,631	)
	Disposal		—		—		—			—			—			244			244
	Other		—		—		67			—			—			—			67
Balance at December 31, 2001			49		199		123,090			(36,925	)		(3,019	)		(1,869	)		81,525
	Net loss		—		—		—			(17,135	)		—			—			(17,135	)
	Shares issued, vested or forfeited under stock plans, net		—		—		6			—			306			—			312
	Shares issued related to the Califa acquisition		—		15		22,826			—			—			—			22,841
	Other comprehensive income		—		—		—			—			—			94			94
	Other		—		—		169			—			—			9			178
Balance at December 31, 2002		$	49	$	214	$	146,091		$	(54,060	)	$	(2,713	)	$	(1,766	)	$	87,815

        Comprehensive loss was as follows:

	Fiscal Year Ended 12/31/02			Fiscal Year Ended 12/31/01			Fiscal Year Ended 12/31/00
Net loss	$	(17,135	)	$	(33,541	)	$	(47,626	)
Unrealized loss on marketable securities		(555	)		(350	)		(533	)
Derivative gain (loss)		500			(1,184	)		—
Foreign currency translation gain (loss)		149			(97	)		(30	)
Total other comprehensive income (loss)		94			(1,631	)		(563	)
Comprehensive loss	$	(17,041	)	$	(35,172	)	$	(48,189	)

The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.

F-4

PLAYBOY ENTERPRISES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

				Fiscal Year Ended 12/31/02			Fiscal Year Ended 12/31/01			Fiscal Year Ended 12/31/00
Cash flows from operating activities
Net loss				$	(17,135	)	$	(33,541	)	$	(47,626	)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities
	Depreciation of property and equipment				3,781			3,897			3,561
	Amortization of intangible assets				7,212			10,612			8,097
	Amortization of investments in entertainment programming				40,626			37,395			33,253
	Amortization of deferred financing fees				993			905			840
	Equity in operations of PTVI and other				(279	)		746			375
	(Gain) loss on disposals				(442	)		955			2,924
	Cumulative effect of change in accounting principle				—			4,218			—
	Deferred income taxes				7,018			634			12,950
	Changes in current assets and liabilities
		Receivables			5,537			5,822			(3,305	)
		Receivables from related parties			(30,164	)		(4,458	)		4,832
		Inventories			3,464			3,468			(1,129	)
		Deferred subscription acquisition costs			73			403			1,065
		Other current assets			(4,225	)		944			1,797
		Accounts payable			(139	)		(6,587	)		(7,024	)
		Accounts payable to related parties			(148	)		(549	)		(1,972	)
		Accrued salaries, wages and employee benefits			954			(486	)		76
		Deferred revenues			3,892			1,122			(456	)
		Deferred revenues from related parties			18,618			3,985			(2,128	)
		Acquisition liability interest			4,836			3,777			—
		Other liabilities and accrued expenses			6,494			1,034			3,634
			Net change in current assets and liabilities		9,192			8,475			(4,610	)
	Decrease in receivables from related parties				25,000			6,525			4,350
	Investments in entertainment programming				(41,717	)		(37,254	)		(33,061	)
	Increase in trademarks				(3,034	)		(2,625	)		(7,080	)
	(Increase) decrease in other noncurrent assets				209			(173	)		(384	)
	Decrease in deferred revenues from related parties				(21,325	)		(6,525	)		(4,350	)
	Decrease in other noncurrent liabilities				(1,553	)		(737	)		(160	)
	International TV joint venture restructuring				4,738			—			—
	Other, net				1,044			(1,452	)		(229	)
Net cash provided by (used for) operating activities					14,328			(7,945	)		(31,150	)
Cash flows from investing activities
Payments for acquisitions					(435	)		(935	)		(1,152	)
Proceeds from disposals					1,517			3,276			5,384
Additions to property and equipment					(4,318	)		(3,233	)		(5,265	)
Funding of equity interests					—			(1,875	)		(2,238	)
Other, net					78			(86	)		(618	)
Net cash used for investing activities					(3,158	)		(2,853	)		(3,889	)
Cash flows from financing activities
Net proceeds from sale of Playboy.com Series A Preferred Stock					—			13,066			—
Proceeds from financing obligations					5,000			10,000			28,250
Repayment of financing obligations					(16,311	)		(11,672	)		(15,000	)
Payment of deferred financing fees					(585	)		(454	)		(590	)
Proceeds from stock plans					234			2,141			1,385
Other, net					—			(207	)		—
Net cash provided by (used for) financing activities					(11,662	)		12,874			14,045
Net increase (decrease) in cash and cash equivalents					(492	)		2,076			(20,994	)
Cash and cash equivalents at beginning of year					4,610			2,534			23,528
Cash and cash equivalents at end of year				$	4,118		$	4,610		$	2,534

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

F-5

PLAYBOY ENTERPRISES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(A) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Principles of consolidation:    The consolidated financial statements include our accounts and all majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

        Use of estimates:    The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management's knowledge of current events and actions it may undertake in the future, they may ultimately differ from actual results.

        Reclassifications:    Certain amounts reported for prior periods have been reclassified to conform to the current year's presentation.

        New accounting pronouncements:    In December 2002, the FASB issued Statement 148, Accounting for Stock-Based Compensation — Transition and Disclosure — an Amendment of FASB Statement No. 123. Statement 148 amends Statement 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to Statement 123's fair value method of accounting for stock-based compensation. Statement 148 also requires disclosure in the summary of significant accounting policies footnote of the method of accounting for stock options used in each period presented and a tabular presentation of the actual or pro forma effect of using the fair value method of accounting for stock-based compensation. Additionally, Statement 148 requires disclosure of the same pro forma information in interim financial statements. The transition provisions and annual disclosure requirements of Statement 148 are effective for fiscal years ending after December 15, 2002. The interim disclosure requirements are effective for periods beginning after December 15, 2002. As we have elected to continue to apply the intrinsic value-based method of accounting for stock-based compensation, the adoption of Statement 148 did not have a material impact on our financial statements. See Note (Q) Stock Plans.

        The following pro forma information presents our net loss and basic and diluted earnings per share, or EPS, assuming stock-based compensation expense had been determined consistent with Statement 123 (in thousands, except per share amounts):

		Fiscal Year Ended 12/31/02			Fiscal Year Ended 12/31/01			Fiscal Year Ended 12/31/00
Net Loss
	As reported	$	(17,135	)	$	(33,541	)	$	(47,626	)
	Pro forma		(20,240	)		(37,197	)		(51,449	)
Basic and Diluted EPS
	As reported		(0.67	)		(1.37	)		(1.96	)
	Pro forma	$	(0.79	)	$	(1.52	)	$	(2.12	)

        Cumulative effect of change in accounting principle:    During 2001, we adopted Statement 139, Rescission of FASB Statement No. 53 and Amendments to FASB Statements No. 63, 89, and 121 and SOP 00-2, Accounting by Producers or Distributors of Films. Statement 139 rescinded FASB Statement 53, Financial Reporting by Producers and Distributors of Motion Picture Films. SOP 00-2 established new film accounting and reporting standards for producers or distributors of films, including changes in revenue recognition and accounting for marketing, development and overhead costs. SOP 00-2 also requires all programming costs to be classified on the balance sheet as noncurrent assets. As a result of the adoption of SOP 00-2, we recorded a noncash charge of $4.2 million, or $0.17 per basic and diluted common share, in 2001, representing a "Cumulative effect of change in accounting principle." There was no related income tax

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effect. The charge primarily related to reversals of previously recognized revenues which under the new rules were considered not yet earned, combined with a write-off of marketing costs that were previously capitalized and are no longer capitalizable under the new rules.

        Revenue recognition:    Domestic TV networks DTH and cable revenues are recognized based on PPV buys and monthly subscriber counts reported each month by the system operators. International TV revenues received from PTVI, for the license of the exclusive international TV rights for the use of the Playboy tradename, film and video library, and for the acquisition of the international rights to the Spice film library, the U.K. and Japan Playboy TV networks and certain international distribution contracts, were recognized generally as the consideration was paid to us, less our 19.9% ownership interest in such transactions. License fees from PTVI for current output production were recognized as programming was available, less our 19.9% ownership interest in such transactions. On December 24, 2002, we completed the restructuring of the ownership of our international TV joint ventures, significantly expanding our ownership of Playboy TV and movie networks outside of the United States and Canada. See Note (C) Restructuring of Ownership of International TV Joint Ventures. Revenues from the sale of Playboy magazine and Internet subscriptions are recognized over the terms of the subscriptions. Revenues from newsstand sales of Playboy magazine and special editions (net of estimated returns) and revenues from the sale of Playboy magazine advertisements are recorded when each issue goes on sale. Revenues from e-commerce are recognized when the items are shipped, which is when title passes.

        Cash equivalents:    Cash equivalents are temporary cash investments with an original maturity of three months or less at date of purchase and are stated at cost, which approximates fair value.

        Marketable securities:    Marketable securities are classified as available-for-sale securities and are stated at fair value. Net unrealized holding gains and losses are included in "Accumulated other comprehensive loss."

        Inventories:    Inventories are stated at the lower of cost (specific cost and average cost) or fair value.

        Property and equipment:    Property and equipment are stated at cost. Costs incurred for computer software developed or obtained for internal use are capitalized for application development activities and immediately expensed for preliminary project activities or post-implementation activities. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. The useful life for building improvements is ten years, furniture and equipment ranges from four to ten years and software ranges from one to five years. Leasehold improvements are depreciated using a straight-line basis over the shorter of their estimated useful lives or the terms of the related leases. Repair and maintenance costs are expensed as incurred and major betterments are capitalized. Sales and retirements of depreciable property and equipment are recorded by removing the related cost and accumulated depreciation from the accounts, and any related gains or losses are included in nonoperating results.

        Advertising costs:    We expense advertising costs as incurred, except for direct-response advertising. Direct-response advertising consists primarily of costs associated with the promotion of Playboy magazine subscriptions, principally the production of direct-mail solicitation materials and postage, and the distribution of direct- and e-commerce mailings for use in the Playboy Online Group and previously for the Catalog Group. The capitalized direct-response advertising costs are amortized over the period during which the future benefits are expected to be received, generally six to 12 months. See Note (K) Advertising Costs.

        Programming costs and amortization:    Programming costs include original programming and film acquisition costs, which are generally capitalized and amortized. The portion of original programming costs assigned to the domestic TV networks market is principally amortized using the straight-line method over three years. Prior to the December 2002 PTVI restructuring, the portion of original programming costs

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assigned to the international TV market was fully amortized upon availability to PTVI. Existing library original programming costs allocated to the international TV market were amortized proportionately with license fees recognized related to the PTVI agreement. The portion of original programming costs assigned to the worldwide home video market is amortized using the individual-film-forecast-computation method. Film acquisition costs assigned to domestic markets are amortized principally using the straight-line method over the license term, generally three years or less, while those assigned to the international TV market were fully amortized upon availability to PTVI. Management believes that these methods have provided a reasonable matching of expenses with total estimated revenues over the periods that revenues associated with films and programs are expected to be realized. Film and program amortization are adjusted periodically to reflect changes in the estimates of amounts of related future revenues. Film and program costs are stated at the lower of unamortized cost or estimated net realizable value as determined on a specific identification basis. See Note (C) Restructuring of Ownership of International TV Joint Ventures and Note (M) Programming Costs, Net.

        Intangible assets:    On January 1, 2002, we adopted Statement 142, Goodwill and Other Intangible Assets. Under the new rules, goodwill and intangible assets with indefinite lives are no longer amortized but are subject to annual impairment tests. Our indefinite-lived intangible assets consist of trademarks and certain acquired distribution agreements. Other intangible assets continue to be amortized over their useful lives. Noncompete agreements are being amortized using the straight-line method over the lives of the agreements, either five or ten years. Distribution agreements deemed to have definite lives are being amortized using the straight-line method over the lives of the agreements, ranging from three months to eight years. A program supply agreement will be amortized using the straight-line method over the life of the agreement, which is ten years. Copyright defense, registration and/or renewal costs are being amortized using the straight-line method over 15 years. The noncompete agreements, program supply agreement and copyright costs are all included in "Other noncurrent assets."

        During the first quarter of 2002, we completed the required transitional impairment tests for goodwill and indefinite-lived intangible assets, which did not result in an impairment charge. Deferred tax liabilities related to these assets with indefinite lives will now be realized only if there is a disposition or an impairment of the value of these intangible assets. We currently have NOLs available to offset deferred tax liabilities realized within the NOL carryforward period. However, we cannot be certain that NOLs will be available when the deferred tax liabilities related to these intangible assets are realized. Therefore, in the current year, we recorded a noncash income tax provision of $7.1 million for these deferred tax liabilities, which included $5.8 million related to a cumulative effect of accounting change.

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        The following table represents the pro forma effects as if we had adopted Statement 142 as of January 1, 2000 (in thousands, except per share amounts):

			Fiscal Year Ended 12/31/02			Fiscal Year Ended 12/31/01			Fiscal Year Ended 12/31/00
Net Loss
	As reported		$	(17,135	)	$	(33,541	)	$	(47,626	)
		Amortization of goodwill and indefinite-lived intangible assets (net of tax)		—			5,762			5,632
		Income tax benefit (expense)		5,293			(17	)		(6,431	)
	Pro forma		$	(11,842	)	$	(27,796	)	$	(48,425	)
Basic and diluted earnings per common share
	As reported		$	(0.67	)	$	(1.37	)	$	(1.96	)
	Pro forma		$	(0.46	)	$	(1.14	)	$	(2.00	)

        As a result of the restructuring of the ownership of PTVI in December 2002, we acquired definite-lived distribution agreements of $3.4 million with a weighted average life of approximately four years and a definite-lived program supply agreement of $3.2 million with a life of ten years. The weighted average life of the aggregate of the definite-lived intangible assets acquired was approximately seven years. We also acquired indefinite-lived distribution agreements of $9.0 million, which will not be amortized but will be subject to the annual impairment testing.

        Amortized intangible assets consisted of the following (in thousands):

	December 31, 2002						December 31, 2001
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Noncompete agreements	$	14,000	$	9,368	$	4,632	$	14,000	$	6,697	$	7,303
Distribution agreements		10,893		6,598		4,295		7,500		2,199		5,301
Program supply agreement		3,226		—		3,226		—		—		—
Copyrights		2,156		592		1,564		2,183		449		1,734
Total amortized intangible assets	$	30,275	$	16,558	$	13,717	$	23,683	$	9,345	$	14,338

        At December 31, 2002 and 2001, our indefinite-lived intangible assets not subject to amortization included goodwill of $111.9 million and $112.3 million, respectively, and trademarks of $55.2 million and $52.2 million, respectively. Also, of the $34.3 million and $26.3 million of distribution agreements on our Consolidated Balance Sheets at December 31, 2002 and 2001, $30.0 million and $21.0 million, respectively, are indefinite-lived.

        At December 31, 2002 and 2001, goodwill by reportable segment was $111.4 million and $111.8 million, respectively, for the Entertainment Group and $0.5 million for both periods for the Playboy Online Group. The decrease in the Entertainment Group's goodwill was due to adjustments made to the initial estimate of goodwill associated with the Califa acquisition in July 2001.

        At October 1, 2002, we completed our annual impairment testing of goodwill and indefinite-lived intangible assets and determined that no impairment exists.

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        The aggregate amortization expense for intangible assets for 2002, 2001 and 2000 was $7.2 million, $10.6 million and $8.1 million, respectively. Amortization expense related to intangible assets with definite lives is expected to total approximately $5.3 million, $2.1 million, $1.5 million, $1.2 million and $0.9 million for each of the next five years, respectively.

        Derivative financial instruments:    Effective January 1, 2001, we adopted Statement 133, Accounting for Derivative Instruments and Hedging Activities as amended by Statement 138, which require all derivative instruments to be recognized as either assets or liabilities on the balance sheet at fair value regardless of the purpose or intent for holding the derivative instrument. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of relationship.

        We formally document all relationships between hedging instruments and hedged items, as well as our risk management objectives and strategies for undertaking various hedge transactions. We have derivative instruments that have been designated and qualify as cash flow hedges, which are entered into in order to hedge the variability of cash flows to be paid related to a recognized liability and cash flows to be received related to forecasted royalty revenues. In 2001, we entered into an interest rate swap agreement that was scheduled to mature in May 2003 that effectively converted $45.0 million of our floating rate debt to fixed rate debt, thus reducing the impact of interest rate changes on future interest expense. In addition, to protect against the reduction in value of foreign currency cash flows, we hedge portions of our forecasted royalty revenues denominated in foreign currencies, primarily Japanese yen and the Euro, with forward contracts. We hedge these royalties for periods not exceeding 12 months. At December 31, 2002 and 2001, the fair value and carrying value of our interest rate swap was a liability of approximately $0.6 million and $1.2 million, respectively, recorded in "Other liabilities and accrued expenses." The fair value and carrying value of our forward contracts were not material. Since these derivative instruments are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instruments is being deferred and reported as a component of "Accumulated other comprehensive loss" and is reclassified into earnings in the same line item where the related interest expense or royalty revenue is recognized into earnings.

        At December 31, 2002 and 2001, we had net unrealized losses totaling $0.7 million and $1.2 million, respectively, in "Accumulated other comprehensive loss," which represents the effective portion of changes in fair value of the cash flow hedges. During 2002 and 2001, we reclassified $1.5 million and $0.2 million, respectively, of net losses from "Accumulated other comprehensive loss" to the Consolidated Statements of Operations, which were offset by net gains on the items being hedged. In 2002 and 2001, there were no amounts included in earnings related to hedging ineffectiveness. We expect the amount reclassified from "Accumulated other comprehensive loss" to earnings within the next 12 months to be losses of approximately $0.7 million.

        We also used interest rate swap agreements and forward contracts for hedging purposes prior to 2001 and the adoption of Statement 133. For interest rate swaps, the differential to be paid or received was accrued monthly as an adjustment to interest expense. For forward contracts, gains and losses were recorded in operating results as part of, and concurrent with, the hedged transaction.

        Earnings per common share:    We report both basic and diluted EPS amounts. Basic EPS is computed by dividing net income (loss) applicable to common shares by the weighted average number of common shares outstanding during the period. Diluted EPS adjusts basic EPS for the dilutive effects of stock options and other potentially dilutive financial instruments. See Note (G) Earnings per Common Share.

        Equity in operations of PTVI and other:    Prior to the restructuring of the ownership of PTVI, the equity method was used to account for our 19.9% interest in the common stock of PTVI due to our ability to exercise significant influence over PTVI's operating and financial policies. Equity in operations of PTVI

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included our 19.9% interest in the results of PTVI, the elimination of unrealized profits of certain transactions between us and PTVI and gains related to the transfer of certain assets to PTVI.

        Minority interest:    In 2001, one of our subsidiaries, Playboy.com, converted three promissory notes, together with accrued and unpaid interest thereon, into shares of Playboy.com's Series A Preferred Stock. As part of consolidation, included in "Minority interest" and "Other noncurrent liabilities" is the accretion of dividends payable and professional fees related to the preferred stock. Also included in "Other noncurrent liabilities" is minority interest associated with the preferred stock. As part of the restructuring of the ownership of PTVI, Claxson agreed to return its shares of the preferred stock. Additionally, in 2001, we sold a majority of our interest in VIPress, publisher of the Polish edition of Playboy magazine. Prior to the sale, the financial statements of VIPress were included in our financial statements, along with the related minority interest.

        Foreign currency translation:    Assets and liabilities in foreign currencies related to our international TV foreign operations and VIPress, prior to its sale in 2001, were translated into U.S. dollars at the exchange rate existing at the balance sheet date. The net exchange differences resulting from these translations were included in "Accumulated other comprehensive loss." Revenues and expenses were translated at average rates for the period. In addition, prior to the restructuring of the ownership of PTVI, we recorded our 19.9% interest in its foreign currency translation amounts.

(B) ACQUISITION

        In July 2001, we acquired The Hot Network and The Hot Zone networks, together with the related television assets of Califa. In addition, we acquired the Vivid TV network, now operated as Spice Platinum, and the related television assets of VODI, a separate entity owned by the sellers. The addition of these networks into our television networks portfolio enables us to offer a wider range of adult programming. We accounted for the acquisition under the purchase method of accounting and, accordingly, the results of these networks since the acquisition date have been included in our Consolidated Statements of Operations. In connection with the acquisition and purchase price allocations, the Entertainment Group recorded goodwill of $27.4 million which is deductible over 15 years for income tax purposes. The purchase price was recorded at its net present value and is reported in the Consolidated Balance Sheets as components of current and noncurrent "Acquisition liabilities."

        Subject to the provisions of Statement 141, Business Combinations, we recorded $30.8 million of intangible assets separate from goodwill. We recorded $28.5 million for distribution agreements and $2.3 million for noncompete agreements. All of the noncompete agreements and $7.5 million of the distribution agreements are being amortized over approximately eight and two years, respectively, the weighted average lives of these agreements. Distribution agreements totaling $21.0 million were deemed to have indefinite lives and are not subject to amortization under Statement 142, Goodwill and Other Intangible Assets.

        The total consideration for the acquisition was $70.0 million and is required to be paid in installments over a ten-year period ending in 2011. The nominal consideration for Califa's assets was $28.3 million. We also assumed the obligations of Califa related to a note payable and noncompete liability. The nominal consideration for VODI's assets was $41.7 million. We are obligated to pay up to an additional $12.0 million in consideration should the acquired assets achieve specified financial performance targets.

        We may accelerate all or any portion of the remaining unpaid purchase price, but only by making the accelerated payments in cash, at a discount rate to be mutually agreed upon by the parties in good-faith negotiations. However, if the parties are unable to agree on the discount rate, we may, at our sole discretion, elect to accelerate the payment at a 10% discount rate if we choose to accelerate beginning on the 19^th month

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following the closing and until the 36^th month following the closing, or at a 12% discount after the 36^th month following the closing.

        The Califa acquisition agreement gave us the option of paying up to $71 million of the scheduled payments in cash or Class B stock. The number of shares, if any, we issue in connection with a particular payment or particular payments is based on the trading prices of the Class B stock surrounding the applicable payment dates. Prior to each scheduled payment of consideration, we must provide the sellers with written notice specifying the portion of the purchase price payment that we intend to pay in cash and the portion in Class B stock. If we notify the sellers that we intend to issue Class B stock, the sellers must elect the portion of the shares that the sellers want us to register under the Securities Act, referred to as the eligible shares. We are then obligated to issue eligible shares registered under the Securities Act. The sellers may sell the eligible shares received during the 90-day period following the date the eligible shares are issued. If we do not get the registration statement relating to the resale of our shares issued in connection with a specified payment effective within the periods set forth in the agreement, we are also obligated to pay the sellers interest on the amount of the payment until the registration statement is declared effective. The interest payment can be paid in cash or shares of Class B stock at our option. For purposes of this discussion, references to eligible shares also include any shares of Class B stock issued to pay any required interest payments, if applicable. The interest rate will vary depending on the length of time required after the applicable payment date to get the registration statement declared effective. The number of eligible shares that may be sold on any day during a selling period is limited under the purchase agreement for the networks. A selling period will be extended if the applicable volume limitations did not permit all of the eligible shares to be sold during that selling period, assuming that the maximum number of shares were sold on each day during the period.

        If the sellers elect to sell eligible shares during the applicable selling period, and the proceeds from the sales of those eligible shares are less than the aggregate value of those eligible shares at the time of their issuance, we have agreed to make the sellers whole for the shortfall by, at our option, (a) paying the shortfall in cash, (b) issuing additional shares of Class B stock in an amount equal to the shortfall, referred to as the make-whole shares, or (c) increasing the next scheduled payment of consideration to the sellers in an amount equal to the shortfall plus interest on the shortfall at a specified interest rate until the next scheduled payment of consideration. The foregoing make-whole mechanism will apply only to the extent the sellers have sold the maximum number of shares they are entitled to sell during the applicable selling period in accordance with the applicable volume limitations.

        We are obligated to issue make-whole shares that are registered under the Securities Act and the sellers are entitled to sell those shares during a 30-day selling period that follows their issuance. Sales of make-whole shares are also subject to volume limitations and the selling periods applicable to make-whole shares will also be extended if the applicable volume limitations did not permit all of the make-whole shares to be sold during the applicable selling period, assuming that the maximum number of shares were sold on each day during the period. If during the applicable selling period for eligible shares or make-whole shares, the sales proceeds exceed the amount of the purchase price payment or the amount of the make-whole payment, the sellers will immediately cease the offering and sale of the remaining eligible shares or make-whole shares, as applicable, and the remaining eligible shares or make-whole shares, as applicable, will be returned promptly to us along with any excess sales proceeds.

        On April 17, 2002, a registration statement for the resale of approximately 1,475,000 shares became effective. These shares were issued in payment of two installments of consideration, which totaled $22.5 million plus $0.3 million of accrued interest. The sellers elected to sell the shares and realized net proceeds from the sale of $19.2 million. As a result, we were required to provide them with a make-whole payment in either cash or Class B stock of approximately $3.6 million, plus interest until the date payment was made.

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        At December 31, 2002, the remaining installments of consideration were due as follows (in thousands):

Fiscal Year Ended December 31
2003	$	9,500
2004		8,000
2005		8,000
2006		8,000
2007		8,000
2008		1,000
2009		1,000
2010		1,000
2011		750
Total future base payments		45,250
2003		5,000
2004		7,000
Total future performance-based payments	$	12,000

        The following unaudited pro forma information presents a summary of our results of operations assuming the acquisition occurred on January 1, 2000 (in thousands, except per share amounts):

		Fiscal Year Ended 12/31/01			Fiscal Year Ended 12/31/00
Net revenues		$	298,242		$	321,438
	Loss before cumulative effect of change in accounting principle		(32,835	)		(54,997	)
	Net loss		(37,053	)		(55,150	)
Basic and diluted EPS
	Loss before cumulative effect of change in accounting principle		(1.35	)		(2.27	)
	Net loss	$	(1.52	)	$	(2.28	)

        These unaudited pro forma results have been prepared for comparative purposes only. They do not purport to be indicative of the results of operations which actually would have resulted had the acquisition occurred on January 1, 2000, or of future results of operations.

        The following reflects amounts assigned to assets, excluding goodwill, and liabilities of Califa and VODI at the acquisition date (in thousands):

	Califa		VODI
Current assets	$	4,435	$	39
Noncurrent assets		29,696		1,150
Current liabilities	$	1,699	$	99

(C)  RESTRUCTURING OF OWNERSHIP OF INTERNATIONAL TV JOINT VENTURES

        On December 24, 2002, we completed the restructuring of the ownership of our international TV joint ventures with Claxson. The restructuring significantly expanded our ownership of Playboy TV and movie networks outside of the United States and Canada. The Claxson joint ventures originated when PTVI and PTVLA were formed in 1999 and 1996, respectively, as joint ventures between us and Cisneros for the

F-13

ownership and operation of Playboy TV networks outside of the United States and Canada. In 2001, Claxson succeeded Cisneros as our joint venture partner. Prior to the restructuring transaction, parts of which were effective as of April 1, 2002, PTVI and PTVLA had exclusive rights to create and launch new television networks under the Playboy and Spice brands outside of the United States and Canada, and under specified circumstances, to license programming to third parties. We owned a 19.9% equity interest in PTVI and a 19% equity interest in PTVLA before the restructuring. PTVLA is now our sole remaining joint venture with Claxson.

        Under the terms of the restructuring transaction, we (a) increased from 19.9% to 100% our ownership in PTVI, (b) acquired the 19.9% equity in two Japanese networks previously owned by PTVI, (c) retained our existing 19% ownership in PTVLA, (d) acquired an option to increase our percentage ownership of PTVLA, (e) obtained 100% distribution rights to Playboy TV en Español in the U.S. Hispanic market, (f) restructured our Latin American Internet joint venture with Claxson in favor of revenue share and promotional agreements for our respective Internet businesses in Latin America and (g) received from Claxson its preferred stock ownership in Playboy.com (approximately 3% equity in Playboy.com as if converted).

        Prior to the restructuring transaction, in return for the exclusive international TV rights for the use of the Playboy tradename, film and video library, and for the acquisition of the international rights to the Spice film library, the U.K. and Japan Playboy TV networks and certain international distribution contracts, PTVI was obligated to make total payments of $100.0 million to us, related to the above, over six years, of which $42.5 million had been received prior to the restructuring transaction. The remaining $57.5 million was to be paid to us from 2002 to 2004. We accounted for these revenues from the original sale of assets and the licensing payments on an "as received" basis. In return for our increased ownership in PTVI and the other terms of the restructuring transaction, among other things, (a) we forgave approximately $12.3 million in current programming and other receivables due from PTVI, (b) we will no longer receive the library or output agreement payments that we were scheduled to receive under the original agreement and (c) Claxson is released from its remaining funding obligations to PTVI.

        We accounted for this transaction as an unwinding of the PTVI joint venture and final payment under the original sale of assets and licensing agreement. Accordingly, any assets originally sold by us to PTVI have been recorded at their book values prior to the formation of PTVI. The majority of other PTVI net assets, including identifiable intangible assets created subsequent to PTVI's formation, have been recorded at 80.1% of their fair value as a result of the 80.1% additional ownership in PTVI that we have acquired. The Playboy.com preferred stock surrendered by Claxson has been recorded at its carrying value. The net value received, measured as described above, was $12.8 million. Of this amount, $12.3 million was applied to our current programming and other receivables from PTVI. The remaining $0.5 million was recorded as of the transaction date as the final revenue from the original sale of assets and licensing agreement.

        The following unaudited pro forma information presents a summary of our results of operations assuming the restructuring transaction occurred on January 1, 2001 (in thousands, except per share amounts):

		Fiscal Year Ended 12/31/02			Fiscal Year Ended 12/31/01
Net revenues		$	294,446		$	301,060
	Loss before cumulative effect of change in accounting principle		(19,257	)		(43,804	)
	Net loss		(19,257	)		(48,022	)
Basic and diluted EPS
	Loss before cumulative effect of change in accounting principle		(0.75	)		(1.79	)
	Net loss	$	(0.75	)	$	(1.97	)

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        These unaudited pro forma results have been prepared for comparative purposes only. They do not purport to be indicative of the results of operations which actually would have resulted had the restructuring transaction occurred on January 1, 2001, or of future results of operations.

        In 2002, 2001 and 2000, we recognized revenues from PTVI of $16.3 million, $17.0 million and $17.0 million, respectively, and pre-tax income, including our equity in the results of PTVI's operations, of $8.4 million, $8.7 million and $10.7 million, respectively. Amounts related to PTVI, prior to the restructuring transaction, are reflected in our Consolidated Balance Sheet as follows (in thousands):

	Dec. 31, 2001
Current receivables from related parties	$	11,935
Noncurrent receivables from related parties		50,000
Accounts payable to related parties		169
Current deferred revenues from related parties		6,525
Noncurrent deferred revenues from related parties	$	44,350

        Summarized financial information for PTVI, which has been derived from its audited financial statements, is presented below (in thousands):

	Dec. 31, 2001
Current assets	$	15,733
Noncurrent assets		66,473
Current liabilities		19,352
Noncurrent liabilities	$	45,700

	Fiscal Year Ended 12/31/01			Fiscal Year Ended 12/31/00
Revenues	$	33,669		$	28,300
Gross profit		7,648			9,766
Net loss	$	(19,455	)	$	(9,935	)

        In calculating our equity in the results of PTVI's operations, the net loss as reported by PTVI was adjusted for the elimination of amortization on the assets acquired by PTVI from us.

(D)  RESTRUCTURING EXPENSES

        In 2002, we announced a Company-wide restructuring initiative in order to reduce our ongoing operating expenses. The restructuring resulted in a workforce reduction of approximately 11%, or 70 positions. In connection with the restructuring, we reported a $5.7 million charge in 2002, of which $2.9 million related to the termination of 53 employees. The remaining positions were eliminated through attrition. The initiative also involved consolidation of our office space in Los Angeles and Chicago, resulting in a charge of $2.8 million. Of the total $5.7 million of costs related to this restructuring plan, approximately $0.4 million was paid by December 31, 2002, with most of the remainder to be paid in 2003 and some payments continuing through 2007.

        In 2001, we implemented a restructuring plan in anticipation of a continuing weak economy. The plan included a reduction in workforce coupled with vacating portions of certain office facilities by combining operations for greater efficiency, refocusing sales and marketing, outsourcing some operations and reducing

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overhead expenses. Total restructuring charges of $4.6 million were recorded, including a $0.9 million unfavorable adjustment to the previous estimate in 2002 due primarily to a change in sublease assumptions. The restructuring resulted in a workforce reduction of approximately 15%, or 104 positions, through Company-wide layoffs and attrition. Approximately half of these employees were in the Playboy Online Group. Of the $4.6 million charge, $2.6 million related to the termination of 88 employees. The remaining positions were eliminated through attrition. The charge also included $2.0 million related to the excess space in our Chicago and New York offices. Of the total $4.6 million of costs related to this restructuring plan, approximately $3.4 million was paid by December 31, 2002, with most of the remainder to be paid in 2003 and some payments continuing through 2007.

        In 2000, realignment of senior management, coupled with staff reductions, led to a restructuring charge related to the termination of 19 employees, or approximately 3% of the workforce. Total restructuring charges of $3.8 million were recorded, including a $0.1 million unfavorable adjustment to the previous estimate in 2001. Substantially all of the amounts related to this restructuring were paid by December 31, 2002.

(E)  GAIN (LOSS) ON DISPOSALS

        In 2001, we sold a majority of our equity interest in VIPress, publisher of the Polish edition of Playboy magazine. In connection with the sale, we recorded a gain of $0.4 million. Prior to the sale, the financial statements of VIPress were included in our financial statements, along with the related minority interest. Subsequent to the sale, our remaining 20% interest in VIPress was accounted for under the equity method and, as such, our proportionate share of the results of VIPress was included in nonoperating results. In 2002, we sold our remaining 20% interest in VIPress resulting in a gain of $0.4 million. There was no income tax effect attributable to either transaction due to our NOL carryforward position.

        In 2001, we sold our Collectors' Choice Music catalog and related Internet business. In connection with the sale, we recorded a loss of $1.3 million and a related deferred tax benefit of $0.5 million, which was offset by an increase in the valuation allowance.

        In 2000, we sold our Critics' Choice Video catalog and related Internet business and fulfillment and customer service operations. In connection with the sale, we recorded a loss of $3.0 million and a related deferred tax benefit of $0.4 million, which was offset by an increase in the valuation allowance.

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(F)  INCOME TAXES

        The income tax provision consisted of the following (in thousands):

			Fiscal Year Ended 12/31/02		Fiscal Year Ended 12/31/01		Fiscal Year Ended 12/31/00
Current:
	Federal		$	—	$	—	$	—
	State			120		120		388
	Foreign			1,362		242		2,889
		Total current		1,482		362		3,277
Deferred:
	Federal			6,420		576		12,640
	State			642		58		310
	Foreign			—		—		—
		Total deferred		7,062		634		12,950
Total income tax provision			$	8,544		996		16,227

        The U.S. statutory tax rate applicable to us for each of 2002, 2001 and 2000 was 35%. The income tax provision differed from a provision computed at the U.S. statutory tax rate as follows (in thousands):

		Fiscal Year Ended 12/31/02			Fiscal Year Ended 12/31/01			Fiscal Year Ended 12/31/00
Statutory rate tax benefit		$	(3,007	)	$	(9,914	)	$	(10,990	)
Increase (decrease) in taxes resulting from:
	Foreign income and withholding tax on licensing income		1,362			242			2,889
	State income taxes		762			178			698
	Nondeductible expenses		345			673			658
	Increase in valuation allowance		9,479			9,902			24,142
	Tax benefit of foreign taxes paid or accrued		(506	)		(85	)		(1,013	)
	Other		109			—			(157	)
Total income tax provision		$	8,544		$	996		$	16,227

        Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between the financial statement and tax bases of assets and liabilities using enacted tax rates expected to apply in the years in which the temporary differences are expected to reverse.

        In 2000, we reevaluated our valuation allowance for deferred tax assets related to the 2000 net operating loss as well as the NOLs and tax credit carryforwards from prior years. As a result of this review, we increased the valuation allowance, which resulted in noncash federal income tax expense of $24.1 million. The 2001 increase in the valuation allowance was due primarily to the deferred tax asset related to the 2001 net operating loss. Of the 2002 increase in the valuation allowance, $7.1 million was due to the deferred tax treatment of certain acquired intangibles as a result of the adoption of Statement 142, Goodwill and Other Intangible Assets, and the remainder was primarily due to the deferred tax asset related to the 2002 net operating loss.

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        The significant components of our deferred tax assets and deferred tax liabilities at December 31, 2001 and 2002 are presented below (in thousands):

				Dec. 31, 2001			Net Change			Dec. 31, 2002
Deferred tax assets:
	NOLs			$	26,477		$	(598	)	$	25,879
	Capital loss carryforwards				8,024			2,553			10,577
	Tax credit carryforwards				10,701			313			11,014
	Temporary difference related to PTVI				9,158			5,856			15,014
	Other deductible temporary differences				18,092			1,761			19,853
		Total deferred tax assets			72,452			9,885			82,337
		Valuation allowance			(54,588	)		(14,558	)		(69,146	)
			Deferred tax assets		17,864			(4,673	)		13,191
Deferred tax liabilities:
	Deferred subscription acquisition costs				(5,570	)		(130	)		(5,700	)
	Intangible assets				(11,556	)		(4,918	)		(16,474	)
	Other taxable temporary differences				(6,051	)		2,659			(3,392	)
			Deferred tax liabilities		(23,177	)		(2,389	)		(25,566	)
Net deferred tax liabilities				$	(5,313	)	$	(7,062	)	$	(12,375	)

        At December 31, 2002, we had NOLs of $73.9 million expiring from 2009 through 2021. We had capital loss carryforwards of $30.2 million expiring from 2004 through 2007. In addition, foreign tax credit carryforwards of $9.9 million and minimum tax credit carryforwards of $1.1 million are available to reduce future U.S. federal income taxes. The foreign tax credit carryforwards expire in 2003 through 2007, and the minimum tax credit carryforwards have no expiration date.

(G)  EARNINGS PER COMMON SHARE

        The following table represents the approximate number of shares related to options to purchase our Class A and Class B common stock and Class B restricted stock awards that were outstanding which were not included in the computation of diluted EPS as the inclusion of these shares would have been antidilutive (in thousands):

	Fiscal Year Ended 12/31/02	Fiscal Year Ended 12/31/01	Fiscal Year Ended 12/31/00
Stock options	2,670	2,245	2,040
Restricted stock awards	250	245	270
Total	2,920	2,490	2,310

        As a result, the weighted average number of basic and diluted common shares outstanding for 2002, 2001 and 2000 were equivalent.

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(H)  FINANCIAL INSTRUMENTS

        Fair Value:    The fair value of a financial instrument represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. For cash and cash equivalents, receivables, certain other current assets, current maturities of long-term debt and short-term debt, the amounts reported approximated fair value due to their short-term nature. For long-term debt related to our former credit agreement, the amount reported approximated fair value as the interest rate on the debt was generally reset every quarter to reflect current rates. For the interest rate swap agreement, based on the fair value, $0.6 million and $1.2 million reflected the estimated amounts that we would have expected to pay if we had terminated the agreement at December 31, 2002 and 2001, respectively. For related party long-term debt, the amount reported approximated fair value due to no significant change in market conditions since December 17, 2001, when the note was issued. For foreign currency forward contracts, the fair value was estimated using quoted market prices established by financial institutions for comparable instruments, which approximated the contracts' values.

        Concentrations of Credit Risk:    Concentration of credit risk with respect to accounts receivable is limited due to the wide variety of customers and segments from which our products are sold. At December 31, 2001, we had receivables from PTVI of $61.9 million, of which $50.0 million represented the noncurrent portion of the receivable. Prior to the December 2002 restructuring of the ownership of our international TV joint ventures, PTVI's ability to finance its operations, including making library license and programming output payments to us, depended principally on the ability of Claxson, our previous PTVI joint venture partner, and also us to make capital contributions. As a result of the restructuring, our receivables exposure related to Claxson has been reduced to $1.3 million in current receivables at December 31, 2002.

(I)  MARKETABLE SECURITIES

        Marketable securities, primarily purchased in connection with our deferred compensation plans, consisted of the following (in thousands):

	Dec. 31, 2002			Dec. 31, 2001
Cost of marketable securities	$	3,759		$	3,709
Gross unrealized holding gains		—			10
Gross unrealized holding losses		(1,082	)		(537	)
Fair value of marketable securities	$	2,677		$	3,182

        There were no proceeds from the sale of marketable securities for 2002, 2001 and 2000, respectively, and therefore no gains or losses were realized. Included in "Total other comprehensive income (loss)" for 2002, 2001 and 2000 were net unrealized holding losses of $0.6 million, $0.4 million and $0.5 million, respectively.

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(J)  INVENTORIES, NET

        Inventories, net, consisted of the following (in thousands):

	Dec. 31, 2002		Dec. 31, 2001
Paper	$	2,470	$	3,764
Editorial and other prepublication costs		5,992		7,565
Merchandise finished goods		2,036		2,633
Total inventories, net	$	10,498	$	13,962

(K)  ADVERTISING COSTS

        At December 31, 2002 and 2001, advertising costs of $6.7 million and $6.8 million, respectively, were deferred and included in "Deferred subscription acquisition costs" and "Other current assets." For 2002, 2001 and 2000, our advertising expense was $31.4 million, $35.5 million and $42.7 million, respectively.

(L)  PROPERTY AND EQUIPMENT, NET

        Property and equipment, net, consisted of the following (in thousands):

	Dec. 31, 2002			Dec. 31, 2001
Land	$	292		$	292
Buildings and improvements		8,624			8,623
Furniture and equipment		18,353			16,289
Leasehold improvements		8,616			9,927
Software		7,515			5,918
Total property and equipment		43,400			41,049
Accumulated depreciation		(31,684	)		(30,300	)
Total property and equipment, net	$	11,716		$	10,749

(M)  PROGRAMMING COSTS, NET

        In 2001, we adopted SOP 00-2, Accounting by Producers or Distributors of Films, which established new accounting and reporting standards. Programming costs, net, consisted of the following (in thousands):

	Dec. 31, 2002		Dec. 31, 2001
Released, less amortization	$	41,935	$	47,198
Completed, not yet released		7,714		4,815
In process		2,698		4,200
Total programming costs, net	$	52,347	$	56,213

        Based on management's estimate of future total gross revenues at December 31, 2002, approximately 52% of the completed original programming costs are expected to be amortized during 2003. Approximately all of the released original programming costs are expected to be amortized during the next three years. Additionally, at December 31, 2002, we had $15.4 million of film acquisition costs. Film acquisition costs

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assigned to domestic markets are amortized principally using the straight-line method over the license term, generally three years or less, while those assigned to the international TV market were fully amortized upon availability to PTVI.

(N)  FINANCING OBLIGATIONS

        Financing obligations consisted of the following (in thousands):

		Dec. 31, 2002			Dec. 31, 2001
Short-term financing obligations to related parties:
	Promissory note, interest at 10.50%	$	—		$	5,000
	Promissory note, interest at 12.00%		—			5,000
	Promissory note, interest at 8.00%		17,235			5,000
Total short-term financing obligations to related parties		$	17,235		$	15,000
Long-term financing obligations:
	Tranche A term loan, interest at 4.42% and 5.11% at December 31, 2002 and 2001, respectively	$	7,232		$	12,136
	Tranche B term loan, weighted average interest of 5.67% and 6.37% at December 31, 2002 and 2001, respectively		55,285			58,942
	Revolving credit facility, weighted average interest of 6.25% and 6.05% at December 31, 2002 and 2001, respectively		2,750			10,500
Total long-term financing obligations			65,267			81,578
Less current maturities			(6,402	)		(8,561	)
Long-term financing obligations		$	58,865		$	73,017
Long-term financing obligations to related parties:
	Promissory note, interest at 9.00%	$	10,000		$	5,000

        At December 31, 2002, the aggregate minimum amount of all long-term debt payable under our former credit facility, excluding the revolving credit facility, was approximately $6.4 million, $22.2 million, $27.3 million and $16.6 million during 2003, 2004, 2005 and 2006, respectively.

Debt Financings

        At December 31, 2002, our credit facility totaled $97.5 million, comprised of $62.5 million of term loans and a $35.0 million revolving credit facility. At December 31, 2002, $2.8 million of borrowings and $3.9 million in letters of credit were outstanding under the revolving credit facility. In January 2003, an additional $6.0 million letter of credit was issued under the facility as collateral for a supersedeas bond, which was issued in connection with our appeal of the verdict in the Gongora lawsuit. See Note (P) Commitments and Contingencies. A second letter of credit in the amount of $1.7 million was also issued in January 2003 as collateral for the supersedeas bond, but was not provided under the credit facility. As a result, we cash collateralized the $1.7 million letter of credit with the issuing bank.

        The credit facility provided that outstanding borrowings carry interest at rates equal to specified index rates plus margins that fluctuated based on our leverage ratio. The term loans consisted of two tranches, Tranche A and Tranche B, which carried margins of 3.00% and 4.25%, respectively, over LIBOR. We were assessed a 0.5% commitment fee on the unused portion of the revolving credit facility. The term loans began amortizing quarterly on March 31, 2001. The Tranche A term loan and the revolving credit facility were

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scheduled to mature on March 15, 2004 and the Tranche B term loan was scheduled to mature on March 15, 2006, prior to the new debt financings discussed below.

        On March 11, 2003, we completed the private offering of $115.0 million in aggregate principal amount of senior secured notes through one of our wholly-owned subsidiaries, PEI Holdings, Inc. ("Holdings"). The notes mature on March 15, 2010 and bear interest at the rate of 11.00% per annum, with interest payable on March 15^th and September 15^th of each year, beginning September 15, 2003.

        The notes are guaranteed on a senior secured basis by us and by substantially all of our domestic subsidiaries, referred to as the guarantors, excluding Playboy.com and its subsidiaries. The notes and the guarantees rank equally in right of payment with our and the guarantors' other existing and future senior debt. The notes and the guarantees are secured by a first-priority lien on our and each guarantor's trademarks, referred to as the primary collateral, and by a second-priority lien, junior to a lien for the benefit of the lenders under the new credit facility, on (a) 100% of the stock of substantially all of our domestic subsidiaries, excluding the subsidiaries of Playboy.com, (b) 65% of the capital stock of substantially all of our indirect first-tier foreign subsidiaries, (c) substantially all of our and each guarantor's domestic personal property, excluding the primary collateral and (d) the Playboy Mansion, or collectively, the secondary collateral.

        On March 11, 2003, we used $73.3 million of the notes proceeds to repay $73.0 million in outstanding principal and $0.3 million in accrued interest and fees on our credit facility. Effective with this repayment, the credit facility was terminated. In connection with the termination of the credit facility, we also terminated our existing interest rate swap agreement for $0.4 million, which was scheduled to mature in May 2003. On March 14, 2003, we paid $17.3 million to the Califa principals in satisfaction of substantially all of our 2003 payment obligations. The remaining $24.0 million of notes proceeds will provide liquidity for general corporate purposes and be used to pay fees and expenses associated with the notes offering.

        On March 11, 2003, Holdings also entered into a new revolving credit facility, pursuant to which we are permitted to borrow up to $20.0 million in revolving borrowings, letters of credit or a combination thereof. For purposes of calculating interest, revolving loans made under the new credit facility will be designated at either IBOR plus a borrowing margin based on our adjusted EBITDA or, in certain circumstances, at a base rate plus a borrowing margin based on our adjusted EBITDA. Letters of credit issued under the new credit facility bear fees at IBOR plus a borrowing margin based on our adjusted EBITDA. All amounts outstanding under the new credit facility will mature on March 11, 2006. At March 27, 2003, there were no borrowings outstanding under the new credit facility, but the $9.9 million of letters of credit that had been outstanding under the former credit facility, plus the $1.7 million letter of credit outstanding outside the former credit facility, were canceled and reissued under the new credit facility, for a total of $11.6 million in letters of credit outstanding. Our obligations under the new credit facility are guaranteed by us and each of the guarantors of the notes. The obligations of us and each of the guarantors under the new credit facility are secured by a first-priority lien on the secondary collateral and a second-priority lien on the primary collateral.

Financing from Related Party

        The former credit facility contained a maximum funding limitation which restricted the amount of funding we could provide to Playboy.com. As a result, Playboy.com issued Series A Preferred Stock and promissory notes to Mr. Hefner, as discussed in more detail below, which have provided Playboy.com most of its required liquidity since 2000. Under the terms of the senior secured notes and the new credit facility, our ability to invest in Playboy.com is no longer limited.

        In 2001, in connection with a private placement of its preferred stock, Playboy.com converted three $5.0 million convertible promissory notes, together with accrued and unpaid interest thereon, into shares of

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Playboy.com's Series A Preferred Stock. Mr. Hefner was the holder of one of these notes. Playboy.com's Series A Preferred Stock is convertible into Playboy.com common stock (initially on a one-for-one basis) and is redeemable by Playboy.com after the fifth anniversary of the date of its issuance at the option of the holder. In addition, in the event that a holder elects to cause Playboy.com to redeem Playboy.com's Series A Preferred Stock at any time after the fifth anniversary of the date of its issuance and before the 180^th day thereafter, and Playboy.com is not able to, or does not, satisfy such obligation, in cash or stock, we have agreed that we will redeem all or part of the shares in lieu of redemption by Playboy.com, either in cash, shares of our Class B stock or any combination thereof at our option. As part of the ownership restructuring of PTVI, Claxson agreed to return its shares of Playboy.com Series A Preferred Stock, which leaves only Mr. Hefner and one unaffiliated investor as minority shareholders of Playboy.com.

        In connection with the sale of the senior secured notes, we restructured the outstanding indebtedness of Playboy.com owed to Mr. Hefner. In its review of the Hefner debt restructuring, our Board of Directors appointed a special committee of independent directors to evaluate, negotiate and determine the terms on behalf of us. The special committee approved the Hefner debt restructuring on the terms described below and recommended to the full Board of Directors that it approve the restructuring on those terms, which it did. In connection with their respective approvals, the special committee and our Board of Directors received an opinion from an independent financial advisor of national standing retained by the special committee to the effect that the Hefner debt restructuring was fair to us from a financial point of view.

        At December 31, 2002 and at the time of the Hefner debt restructuring, Playboy.com had an aggregate of $27.2 million of outstanding indebtedness to Mr. Hefner in the form of three promissory notes. Upon the closing of the senior secured notes offering on March 11, 2003, Playboy.com's debt to Mr. Hefner was restructured in the following manner. A $10.0 million promissory note payable by Playboy.com to Mr. Hefner was extinguished in exchange for shares of Holdings Series A Preferred Stock with an aggregate stated value of $10.0 million. We are required to exchange the Holdings Series A Preferred Stock for shares of our Class B stock. The two other promissory notes payable by Playboy.com to Mr. Hefner, in a combined principal amount of $17.2 million plus interest, were extinguished in exchange for $0.5 million in cash and shares of Holdings Series B Preferred Stock with an aggregate stated value of $17.2 million. We are required to exchange the Holdings Series B Preferred Stock for shares of Playboy Preferred Stock.

        In order to issue the Playboy Preferred Stock, our certificate of incorporation must be amended to authorize the issuance, which we refer to as the certificate amendment. In accordance with applicable law, Mr. Hefner, the holder of more than a majority of our outstanding Class A voting common stock, has approved the certificate amendment by written consent. Under federal securities laws, the certificate amendment cannot become effective prior to the 20^th calendar day following the mailing to our stockholders of an information statement that complies with applicable SEC rules. The Holdings Series A Preferred Stock will be mandatorily exchanged for our Class B stock and the Holdings Series B Preferred Stock will be mandatorily exchanged for Playboy Preferred Stock as soon as practicable following the effectiveness of the certificate amendment.

        Holdings will be required to redeem the Holdings Series A Preferred Stock in September 2010, unless exchanged earlier for our Class B stock, and the Holdings Series A Preferred Stock will pay an annual dividend of 8.00%, payable semi-annually. The dividend will be payable in cash, provided that if the exchange of the Holdings Series A Preferred Stock for shares of our Class B stock has not occurred prior to the 90^th day following the original issuance of the Holdings Series A Preferred Stock, dividends accruing after that date will be paid through the issuance of additional shares of Holdings Series A Preferred Stock. The number of shares of Class B stock issued in the exchange would be determined by dividing (a) the sum of the aggregate stated value of the then outstanding shares of Holdings Series A Preferred Stock and the amount of

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accrued and unpaid dividends by (b) the weighted average closing price of our Class B stock during the 90-day period prior to the date of the certificate amendment.

        Holdings will be required to redeem the Holdings Series B Preferred Stock in September 2010, unless exchanged earlier for Playboy Preferred Stock, and the Holdings Series B Preferred stock will pay an annual cash dividend of 8.00%, payable semi-annually. Each share of Holdings Series B Preferred Stock will be exchanged for one share of Playboy Preferred Stock plus an amount equal to any accrued but unpaid dividends. The Playboy Preferred Stock to be issued in exchange for the Holdings Series B Preferred Stock will have the same terms as the Holdings Series B Preferred Stock, except that it will be convertible at the option of the holder into shares of our Class B stock at a conversion price equal to 125% of the weighted average closing price of our Class B stock over the 90-day period prior to the exchange of Holdings Series B Preferred Stock for Playboy Preferred Stock. After the date that is three years after the date the Playboy Preferred Stock is issued, if at any time the weighted average closing price of our Class B stock for 15 consecutive trading days equals or exceeds 150% of the conversion price, we will have the option, by delivering a written notice to holders of shares of Playboy Preferred Stock, to convert any or all shares of Playboy Preferred Stock into the number of shares of Class B stock determined by dividing (a) the sum of the aggregate stated value of such Playboy Preferred Stock and the amount of accrued and unpaid dividends by (b) the conversion price.

        On September 15, 2010, we will be required to redeem all shares of Playboy Preferred Stock that are then outstanding at a redemption price equal to $10,000 per share plus the amount of accrued and unpaid dividends. The final redemption price may be paid, at our option, in either cash or shares of our Class B stock or any combination of cash and shares of Class B stock. If we elect to pay the final redemption price in shares of our Class B stock, the number of such shares to which a holder of shares of Playboy Preferred Stock will be entitled will be determined by dividing (a) the sum of the aggregate stated value of such Playboy Preferred Stock and the amount of accrued and unpaid dividends by (b) the weighted average closing price of our Class B stock over the 90-day period prior to September 15, 2010.

(O)  BENEFIT PLANS

        Our Employees Investment Savings Plan is a defined contribution plan consisting of two components, a profit sharing plan and a 401(k) plan. The profit sharing plan covers all employees who have completed 12 months of service of at least 1,000 hours. Our discretionary contribution to the profit sharing plan is distributed to each eligible employee's account in an amount equal to the ratio of each eligible employee's compensation, subject to Internal Revenue Service limitations, to the total compensation paid to all such employees. Contributions for 2002, 2001 and 2000 were $0.5 million, $0.5 million and $0.7 million, respectively.

        All employees are eligible to participate in the 401(k) plan upon the date of hire. We offer several mutual fund investment options. The purchase of our stock is not an option. We make matching contributions to the 401(k) plan based on each participating employee's contributions and eligible compensation. Our matching contributions for 2002, 2001 and 2000 related to this plan were $1.1 million, $1.2 million and $1.3 million, respectively.

        We have two nonqualified deferred compensation plans, which permit certain employees and all nonemployee directors to annually elect to defer a portion of their compensation. A match is provided to employees who participate in the deferred compensation plan, at a certain specified minimum level, and whose annual eligible earnings exceed the salary limitation contained in the 401(k) plan. All amounts deferred and earnings credited under these plans are 100% immediately vested and are general unsecured

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obligations. Such obligations totaled $3.4 million and $3.9 million at December 31, 2002 and 2001, respectively, and are included in "Other noncurrent liabilities."

        We have an Employee Stock Purchase Plan to provide substantially all regular full- and part-time employees an opportunity to purchase shares of our Class B stock through payroll deductions. The funds are withheld and then used to acquire stock on the last trading day of each quarter, based on the closing price less a 15% discount. At December 31, 2002, a total of approximately 40,000 shares of Class B stock were available for future purchases under this plan.

(P)  COMMITMENTS AND CONTINGENCIES

        Our principal lease commitments are for office space, operations facilities and furniture and equipment. Some of these leases contain renewal or end-of-lease purchase options. Our restructuring initiatives in 2002 and 2001 included the consolidation of our office space in our Chicago, New York and Los Angeles locations. In our restructuring efforts, we have subleased a portion of our excess office space, and expect to sublease our remaining excess office space. See Note (D) Restructuring Expenses.

        Rent expense was as follows (in thousands):

	Fiscal Year Ended 12/31/02			Fiscal Year Ended 12/31/01			Fiscal Year Ended 12/31/00
Minimum rent expense	$	11,343		$	15,406		$	15,165
Sublease income		(1,036	)		(1,372	)		(395	)
Net rent expense	$	10,307		$	14,034		$	14,770

        There was no contingent rent expense in any of these periods. The minimum commitments at December 31, 2002, under operating leases with initial or remaining noncancelable terms in excess of one year, were as follows (in thousands):

Fiscal Year Ended December 31	Operating Leases
2003	$	10,487
2004		9,513
2005		7,316
2006		6,948
2007		6,225
Later years		35,139
Less minimum sublease income		(4,702	)
Net minimum lease commitments	$	70,926

        Our entertainment programming is delivered to DTH and cable operators through communications satellite transponders. We currently have two transponder service agreements related to our domestic networks, the terms of which currently extend through 2010 and 2015. We also have two international transponder service agreements as a result of the December 2002 restructuring of the ownership of PTVI, both of which expire in 2004. At December 31, 2002, future commitments related to these four agreements were $4.6 million, $4.2 million, $3.5 million, $3.5 million and $3.5 million for 2003, 2004, 2005, 2006 and 2007, respectively, and $16.7 million thereafter. These service agreements contain protections typical in the industry against transponder failure, including access to spare transponders, and conditions under which our access may be denied. Major limitations on our access to DTH or cable systems or satellite transponder

F-25

capacity could materially adversely affect our operating performance. There have been no instances in which we have been denied access to transponder service.

        On February 17, 1998, Gongora filed suit in state court in Hidalgo County, Texas against the Editorial Defendants and us. In the complaint, Gongora alleged that he was injured as a result of the termination of the License Agreement between us and EC for the publication of the Mexican Edition. We terminated the License Agreement on or about January 29, 1998 due to EC's failure to pay royalties and other amounts due us under the License Agreement. On February 18, 1998, the Editorial Defendants filed a cross-claim against us. Gongora alleged that in December 1996 he entered into an oral agreement with the Editorial Defendants to solicit advertising for the Mexican Edition to be distributed in the United States. The basis of GSI's cross- claim was that it was the assignee of EC's right to distribute the Mexican Edition in the United States and other Spanish-speaking Latin American countries outside of Mexico. On May 31, 2002, a jury returned a verdict against us in the amount of $4.4 million. Under the verdict, Gongora was awarded no damages. GSI and EC were awarded $4.1 million in out-of-pocket expenses and $0.3 million for lost profits, respectively, even though the jury found that EC had failed to comply with the terms of the License Agreement. On October 24, 2002, the trial court signed a judgment against us for $4.4 million plus pre- and post-judgment interest and costs. On November 22, 2002, we filed post-judgment motions challenging the judgment in the trial court. The trial court overruled those motions and we are vigorously pursuing an appeal with the State Appellate Court sitting in Corpus Christi challenging the verdict. We have posted a bond in the amount of approximately $7.7 million (which represents the amount of the judgment, costs and estimated pre- and post-judgment interest) in connection with the appeal. We, on advice of legal counsel, believe that it is not probable that a material judgment against us will be sustained. In accordance with Statement 5, Accounting for Contingencies, no liability has been accrued.

        On May 17, 2001, Logix, D. Keith Howington and Anne Howington filed suit in state court in Los Angeles County Superior Court in California against Spice, EMI, Directrix, Colorado Satellite Broadcasting, Inc., New Frontier Media, Inc., J. Roger Faherty, Donald McDonald, Jr. and Judy Savar. On February 8, 2002, plaintiffs amended the complaint and added as a defendant Playboy, which acquired Spice in 1999. The complaint alleged 11 contract and tort causes of action arising principally out of a January 18, 1997 agreement between EMI and Logix in which EMI agreed to purchase certain explicit television channels broadcast over C-band satellite. The complaint further seeks damages from Spice based on Spice's alleged failure to provide transponder and uplink services to Logix. Playboy and Spice filed a motion to dismiss plaintiffs' complaint. The court sustained Playboy's motion as to plaintiffs' fraud and conspiracy claims, but not as to plaintiffs' claims of tortious interference with contract and imposition of constructive trust and granted plaintiffs leave to amend. On June 10, 2002, plaintiffs filed their first amended complaint. In the first amended complaint, plaintiffs allege that the various defendants, including Playboy and Spice, were alter egos of each other. The complaint purports to seek unspecified damages in excess of $10 million. On May 31, 2002, Directrix filed for bankruptcy and on July 8, 2002, Directrix removed the action to the Central District of California Bankruptcy Court. On July 10, 2002, Playboy and Spice filed motions to dismiss in the Bankruptcy Court. The case was subsequently remanded to state court on October 31, 2002. Discovery has only very recently resumed in the action. Playboy and Spice filed motions to dismiss the first amended complaint on December 6, 2002. A hearing on the motions took place on February 5, 2003, and we are awaiting a decision. We intend to vigorously defend against these claims and we believe we have good defenses to them. At this preliminary point in the action, however, it is not possible to determine if there is any potential liability or whether any liability may be material or is likely.

F-26

        On September 26, 2002, Directrix filed suit in the U.S. Bankruptcy Court in the Southern District of New York against Playboy Entertainment Group, Inc. In the complaint, Directrix alleged that it was injured as a result of the termination of a Master Services Agreement under which Directrix was to perform services relating to the distribution, production and post production of our cable networks and a sublease agreement under which Directrix would have subleased office, technical and studio space at our Los Angeles, California production facility. Directrix also alleged that we breached an agreement under which Directrix had the right to transmit and broadcast certain versions of films through C-band satellite, commonly known as the TVRO market, and Internet distribution. On November 15, 2002, we filed an answer denying Directrix's allegations and filed counterclaims against Directrix seeking damages in connection with the Sublease Agreement and Directrix's breach of the Master Services Agreement. On January 7, 2003, Directrix moved to dismiss one of our counterclaims. Both sides have commenced discovery. We intend to vigorously defend ourselves against Directrix's claims. We believe the claims are without merit and that we have good defenses against them. We believe it is not probable that a material judgment against us will result.

(Q)   STOCK PLANS

        We have various stock plans for key employees and nonemployee directors which provide for the grant of nonqualified and incentive stock options and shares of restricted stock, deferred stock and other performance-based equity awards. The exercise price of options granted equals or exceeds the fair value at the grant date. In general, options become exercisable over a two- to four-year period from the grant date and expire ten years from the grant date. Restricted stock awards provide for the issuance of Class B stock subject to restrictions that lapse if we meet specified operating income objectives pertaining to a fiscal year. Vesting requirements for certain restricted stock awards lapse automatically, regardless of whether or not we have achieved those objectives, generally ten years from the award date. In addition, one of the plans pertaining to nonemployee directors also allows for the issuance of Class B stock as awards and payment for annual retainers and meeting fees.

        At December 31, 2002, a total of 449,855 shares of Class B stock were available for future grants under the various stock plans combined. Stock option transactions are summarized as follows:

					Weighted Average Exercise Price
	Shares
Stock Options Outstanding
	Class A		Class B		Class A		Class B
Outstanding at December 31, 1999	5,000		1,835,500		$	7.38	$	17.91
Granted	—		367,500			—		21.42
Exercised	—		(109,335	)		—		10.44
Canceled	—		(252,250	)		—		20.33
Outstanding at December 31, 2000	5,000		1,841,415			7.38		18.72
Granted	—		537,000			—		12.28
Exercised	(5,000	)	(235,779	)		7.38		8.27
Canceled			(77,500	)		—		16.77
Outstanding at December 31, 2001	—		2,065,136			—		18.31
Granted	—		781,250			—		14.91
Exercised	—		(11,500	)		—		10.31
Canceled	—		(219,000	)		—		16.19
Outstanding at December 31, 2002			2,615,886		$	—	$	17.51

F-27

        The following table summarizes information regarding stock option at December 31, 2002:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Life	Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price
Class B
$8.25-$15.85	1,592,886	7.36	$	13.28	615,386	$	12.08
$16.59-$21.00	487,500	6.16		20.71	475,500		20.81
$24.13-$31.50	535,500	6.38		27.17	415,500		25.92
Total Class B	2,615,886	6.94	$	17.51	1,506,386	$	18.65

        The weighted average exercise prices for Class A and Class B exercisable options at December 31, 2000 were $7.38 and $14.68, respectively. The weighted average exercise price for Class B exercisable options at December 31, 2001 was $18.27. There were no Class A options outstanding at December 31, 2001.

        The following table summarizes transactions related to restricted stock awards:

Restricted Stock Awards Outstanding	Class B
Outstanding at December 31, 1999	307,498
Awarded	25,750
Vested	—
Canceled	(93,124	)
Outstanding at December 31, 2000	240,124
Awarded	45,000
Vested	—
Canceled	(21,250	)
Outstanding at December 31, 2001	263,874
Awards	15,000
Vested	—
Canceled	(37,500	)
Outstanding at December 31, 2002	241,374

        For 2002, 2001 and 2000, the weighted average fair value of restricted stock awarded was $11.82, $14.37 and $14.20, respectively.

        For the pro forma disclosures related to stock-based compensation in Note (A) Summary of Significant Accounting Policies, the estimated fair value of the options is amortized to expense over their respective vesting periods. The fair value of each option grant was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:

	Fiscal Year Ended 12/31/02		Fiscal Year Ended 12/31/01		Fiscal Year Ended 12/31/00
Risk-free interest rate	4.64	%	4.98	%	6.27	%
Expected stock price volatility	50.20	%	49.70	%	46.10	%
Expected dividend yield	—		—		—

F-28

        For 2002, 2001 and 2000, an expected life of six years was used for all of the stock options, and the weighted average fair value of options granted was $7.97, $6.59 and $11.42, respectively.

(R)   SALE OF SECURITIES

        The Califa acquisition agreement gave us the option of paying up to $71 million of the purchase price in cash or Class B stock through 2007. On April 17, 2002, a registration statement for the resale of approximately 1,475,000 shares became effective. These shares were issued in payment of two installments of consideration, which totaled $22.5 million plus $0.3 million of accrued interest. The sellers elected to sell the shares and realized net proceeds from the sale of $19.2 million. As a result, we were required to provide them with a make-whole payment in either cash or Class B stock of approximately $3.6 million, plus interest until the date payment was made.

(S)   PUBLIC EQUITY OFFERING

        In 2000, Playboy.com, a component of the Playboy Online Group, filed a registration statement for a sale of a minority of its equity in an initial public offering. Due to market conditions, the registration statement was subsequently withdrawn. Deferred costs of $1.6 million were written off in 2000 as nonoperating expense.

(T)    CONSOLIDATED STATEMENTS OF CASH FLOWS

        Cash paid for interest and income taxes was as follows (in thousands):

	Fiscal Year Ended 12/31/02		Fiscal Year Ended 12/31/01		Fiscal Year Ended 12/31/00
Interest	$	9,260	$	8,730	$	8,281
Income taxes	$	1,485	$	782	$	1,728

        In 2002 and 2001, we had noncash activities related to the Califa acquisition. See Note (B) Acquisition. In 2002, we had noncash activities related to the conversion of two related party promissory notes and accrued interest into a new promissory note.

(U)   SEGMENT INFORMATION

        Our businesses are currently classified into the following four reportable segments: Entertainment, Publishing, Playboy Online and Licensing Businesses. Formerly, we operated a fifth segment, Catalog, which we divested in connection with our sale of the Collectors' Choice Music catalog in 2001 and the Critics' Choice Video catalog in 2000. Entertainment Group operations include the production and marketing of adult television programming for our domestic and international TV networks and worldwide home video products. Publishing Group operations include the publication of Playboy magazine; other domestic publishing businesses, comprising special editions, calendars and ancillary businesses; and the licensing of international editions of Playboy magazine. Playboy Online Group operations include our network of free, subscription, e-commerce and other sites on the Internet. Licensing Businesses Group operations combine certain brand-related businesses, such as the licensing of consumer products carrying one or more of our trademarks and artwork, as well as certain Company-wide marketing activities.

        These reportable segments are based on the nature of the products offered. Our chief operating decision maker evaluates performance and allocates resources based on several factors, of which the primary financial measure is segment operating results. The accounting policies of the reportable segments are the same as those described in Note (A) Summary of Significant Accounting Policies.

F-29

        The following table represents financial information by reportable segment (in thousands):

	Fiscal Year Ended 12/31/02			Fiscal Year Ended 12/31/01			Fiscal Year Ended 12/31/00
Net revenues(1)
Entertainment	$	121,639		$	113,833		$	100,955
Publishing		111,802			124,496			135,508
Playboy Online		30,964			27,499			25,291
Licensing Businesses		13,217			10,769			9,246
Catalog		—			10,986			32,360
Total	$	277,622		$	287,583		$	303,360
Loss before income taxes and cumulative effect of change in accounting principle
Entertainment	$	32,365		$	29,921		$	25,287
Publishing		2,669			1,776			6,881
Playboy Online		(8,916	)		(21,673	)		(25,199	)
Licensing Businesses		4,581			2,614			887
Catalog		—			(453	)		54
Corporate Administration and Promotion		(15,810	)		(19,700	)		(20,942	)
Restructuring expenses		(6,643	)		(3,776	)		(3,908	)
Gain (loss) on disposals		442			(955	)		(2,924	)
Investment income		125			786			1,519
Interest expense		(15,147	)		(13,970	)		(9,148	)
Amortization of deferred financing fees		(993	)		(905	)		(840	)
Minority interest		(1,724	)		(704	)		(125	)
Equity in operations of PTVI and other		279			(746	)		(375	)
Vendor settlement		750			—			—
Playboy.com registration statement expenses		—			—			(1,582	)
Legal settlement		—			—			(622	)
Other, net		(569	)		(542	)		(362	)
Total	$	(8,591	)	$	(28,327	)	$	(31,399	)
Depreciation and amortization(2)(3)
Entertainment	$	48,538		$	45,585		$	39,020
Publishing		371			560			617
Playboy Online		1,083			1,980			1,702
Licensing Businesses		46			209			197
Catalog		—			26			126
Corporate Administration and Promotion		1,581			3,544			3,249
Total	$	51,619		$	51,904		$	44,911
Identifiable assets(2)(4)
Entertainment	$	263,416		$	317,848		$	267,142
Publishing		43,861			49,219			56,191
Playboy Online		4,047			4,463			7,675
Licensing Businesses		4,726			4,732			5,003
Catalog		36			1,244			3,797
Corporate Administration and Promotion		53,635			48,734			48,680
Total	$	369,721		$	426,240		$	388,488

F-30

(1)

Net revenues include revenues attributable to foreign countries of approximately $45,695, $48,522 and $50,165 in 2002, 2001 and 2000, respectively. Revenues from individual foreign countries were not material. Revenues are generally attributed to countries based on the location of customers, except licensing businesses royalties where revenues are attributed based upon the location of licensees.

(2)

The majority of our property and equipment and capital expenditures are reflected in Corporate Administration and Promotion; depreciation, however, is allocated to the reportable segments.

(3)

Amounts include depreciation of property and equipment, amortization of intangible assets and amortization of investments in entertainment programming.

(4)

Our long-lived assets located in foreign countries were not material.

(V)   RELATED PARTY TRANSACTIONS

        In 1971, we purchased the Playboy Mansion in Holmby Hills, California, where our founder, Hugh M. Hefner, lives. The Playboy Mansion is used for various corporate activities, including serving as a valuable location for video production, magazine photography, online events, business meetings, enhancing our image, charitable functions and a wide variety of other promotional and marketing activities. The Playboy Mansion generates substantial publicity and recognition which increase public awareness of us and our products and services. Mr. Hefner pays us rent for that portion of the Playboy Mansion used exclusively for his and his personal guests' residence as well as the per-unit value of nonbusiness meals, beverages and other benefits received by him and his personal guests. The Playboy Mansion is included in our Consolidated Balance Sheets at December 31, 2002 and 2001 at a net book value, including all improvements and after accumulated depreciation, of $1.9 million and $2.0 million, respectively. The operating expenses of the Playboy Mansion, including depreciation and taxes, were $3.6 million, $3.2 million and $3.2 million for 2002, 2001 and 2000, respectively, net of rent received from Mr. Hefner. The sum of the rent and other benefits payable for 2002 was estimated by us to be $1.1 million, and Mr. Hefner paid that amount during 2002. The actual rent and other benefits payable for 2001 and 2000 were $1.3 million and $1.1 million, respectively.

        From time to time, we enter into barter transactions in which we secure air transportation for Mr. Hefner in exchange for advertising pages in Playboy magazine. Mr. Hefner reimburses us for our direct costs of providing these ad pages. We receive significant promotional benefit from these transactions.

        At December 31, 2002 and at the time of the Hefner debt restructuring, Playboy.com had an aggregate of $27.2 million of outstanding indebtedness to Mr. Hefner in the form of three promissory notes. Upon the closing of the senior secured notes offering on March 11, 2003, Playboy.com's debt to Mr. Hefner was restructured as previously discussed in Note (N) Financing Obligations.

        Prior to the December 2002 PTVI ownership restructuring, we also had material related party transactions with PTVI. See Note (C) Restructuring of Ownership of International TV Joint Ventures.

F-31

(W)  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

        The following is a summary of the unaudited quarterly results of operations for 2002 and 2001 (in thousands, except per share amounts):

		Quarters Ended
2002		Mar. 31			June 30			Sept. 30			Dec. 31			Fiscal Year Ended
Net revenues		$	66,147		$	70,566		$	67,372		$	73,537		$	277,622
Operating income			2,249			2,168			4,188			83			8,688
Net loss			(9,387	)		(3,064	)		(639	)		(4,045	)		(17,135	)
Basic and diluted EPS			(0.38	)		(0.12	)		(0.01	)		(0.16	)	$	(0.67	)
Common stock price
	Class A high		15.06			14.65			11.45			9.55
	Class A low		12.37			10.72			7.70			6.50
	Class B high		17.50			16.75			13.12			10.85
	Class B low	$	14.12		$	12.18		$	8.50		$	7.48

		Quarters Ended
2001		Mar. 31			June 30			Sept. 30			Dec. 31			Fiscal Year Ended
Net revenues		$	65,410		$	71,889		$	73,176		$	77,108		$	287,583
Operating income (loss)			(4,990	)		(4,736	)		2,546			(5,066	)		(12,246	)
Net loss			(11,794	)		(7,970	)		(2,088	)		(11,689	)		(33,541	)
Basic and diluted EPS			(0.49	)		(0.32	)		(0.09	)		(0.47	)	$	(1.37	)
Common stock price
	Class A high		12.07			14.35			16.51			14.84
	Class A low		8.38			8.70			9.82			10.00
	Class B high		13.49			16.89			19.75			17.23
	Class B low	$	9.75		$	9.63		$	11.11		$	11.72

        Revenues and cost of sales for 2001 have been adjusted by $0.9 million for each quarter and $3.6 million for the year to report certain vendor costs in the Publishing Group as contra-revenue rather than cost of sales in accordance with Emerging Issues Task Force Issue 00-25, Vendor Income Statement Characterization of Consideration Paid to a Reseller of the Vendor's Products.

        The net loss for the quarter ended March 31, 2002 included a $5.8 million noncash income tax charge related to our adoption of Statement 142, Goodwill and Other Intangible Assets. See Note (A) Summary of Significant Accounting Policies.

        Operating income for the quarter ended December 31, 2002 included restructuring expenses of $6.6 million. See Note (D) Restructuring Expenses. The net loss for the quarter included a nonoperating gain of $0.7 million related to a vendor settlement.

        The net loss for the quarter ended March 31, 2001 included a $4.2 million noncash charge representing a "Cumulative effect of change in accounting principle" related to the adoption of SOP 00-2, Accounting by Producers or Distributors of Films. See Note (A) Summary of Significant Accounting Policies.

F-32

        The operating loss for the quarter ended December 31, 2001 included restructuring expenses of $3.5 million. See Note (D) Restructuring Expenses. The operating loss for the quarter also included a loss on the sale of our Collectors' Choice Music business of $1.3 million. See Note (E) Gain (Loss) on Disposals.

(X)   SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

        On March 11, 2003, Holdings issued $115.0 million of 11.00% senior secured notes due 2010. The payment obligations under the senior secured notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by us and by substantially all of our domestic subsidiaries, referred to as the guarantors, excluding Playboy.com and its subsidiaries. All of our remaining subsidiaries, referred to as the nonguarantors, are wholly-owned by the guarantors except for Playboy.com, which is a majority-owned subsidiary. The following supplemental Condensed Consolidating Statements of Operations for the fiscal years ended December 31, 2002, 2001 and 2000, Condensed Consolidating Balance Sheets at December 31, 2002 and 2001 and Condensed Consolidating Statements of Cash Flows for the fiscal years ended December 31, 2002, 2001 and 2000, present financial information for (a) us (carrying our investment in Holdings under the equity method), (b) Holdings (the issuer of the senior secured notes) (carrying its investment in the guarantors under the equity method), (c) on a combined basis the guarantors (carrying any investment in nonguarantors under the equity method) and (d) on a combined basis the nonguarantors. Separate financial statements of the guarantors are not presented because the guarantors are jointly, severally, and unconditionally liable under the guarantees, and we believe that separate financial statements and other disclosures regarding the guarantors are not material to investors. In general, Holdings has entered into third-party borrowings and financed its subsidiaries via intercompany accounts. All intercompany activity has been included as "Net receipts from (payments to) subsidiaries" in the Condensed Consolidating Statement of Cash Flows. In certain cases, taxes have been calculated on the basis of a group position that includes both guarantors and nonguarantors. In such cases, the taxes have been allocated to individual legal entities based upon each legal entity's actual contribution to the tax provision.

F-33

PLAYBOY ENTERPRISES, INC.
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FISCAL YEAR ENDED DECEMBER 31, 2002
(in thousands)

			Playboy Enterprises, Inc. (Parent)			PEI Holdings, Inc. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Playboy Enterprises, Inc.
Net revenues			$	—		$	—		$	246,020		$	31,888		$	(286	)	$	277,622
Costs and expenses
	Cost of sales			—			—			(175,281	)		(29,621	)		286			(204,616	)
	Selling and administrative expenses			—			—			(47,018	)		(11,099	)		—			(58,117	)
	Restructuring expenses			—			—			(3,865	)		(2,778	)		—			(6,643	)
		Total costs and expenses		—			—			(226,164	)		(43,498	)		286			(269,376	)
Gain on disposals				—			—			442			—			—			442
Operating income (loss)				—			—			20,298			(11,610	)		—			8,688
Nonoperating income (expense)
	Investment income			—			—			91			34			—			125
	Interest expense			—			(5,996	)		(6,847	)		(2,304	)		—			(15,147	)
	Amortization of deferred financing fees			—			(945	)		—			(48	)		—			(993	)
	Minority interest			—			—			(1,724	)		—			—			(1,724	)
	Equity in operations of PTVI and other			—			—			279			—			—			279
	Vendor settlement			—			—			750			—			—			750
	Equity income (loss) from subsidiaries			(17,135	)		(10,131	)		(14,153	)		—			41,419			—
	Other, net			—			(63	)		(508	)		2			—			(569	)
		Total nonoperating expense		(17,135	)		(17,135	)		(22,112	)		(2,316	)		41,419			(17,279	)
Loss before income taxes				(17,135	)		(17,135	)		(1,814	)		(13,926	)		41,419			(8,591	)
Income tax expense				—			—			(8,317	)		(227	)		—			(8,544	)
Net loss			$	(17,135	)	$	(17,135	)	$	(10,131	)	$	(14,153	)	$	41,419		$	(17,135	)

F-34

PLAYBOY ENTERPRISES, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FISCAL YEAR ENDED DECEMBER 31, 2001

(in thousands)

			Playboy Enterprises, Inc. (Parent)			PEI Holdings, Inc. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Playboy Enterprises, Inc.
Net revenues			$	—		$	—		$	255,476		$	32,546		$	(439	)	$	287,583
Costs and expenses
	Cost of sales			—			—			(192,697	)		(44,790	)		439			(237,048	)
	Selling and administrative			—			—			(49,008	)		(9,042	)		—			(58,050	)
	Restructuring expenses			—			—			(1,766	)		(2,010	)		—			(3,776	)
		Total costs and expenses		—			—			(243,471	)		(55,842	)		439			(298,874	)
Loss on disposals				—			—			(955	)		—			—			(955	)
Operating income (loss)				—			—			11,050			(23,296	)		—			(12,246	)
Nonoperating income (expense)
	Investment income			—			—			613			173			—			786
	Interest expense			—			(8,388	)		(3,984	)		(1,598	)		—			(13,970	)
	Minority interest			—			—			(704	)		—			—			(704	)
	Equity loss from subsidiaries			(33,541	)		(24,169	)		(23,926	)		—			81,636			—
	Equity in operations of PTVI and other			—			—			(838	)		92			—			(746	)
	Other, net			—			(984	)		(307	)		(156	)		—			(1,447	)
		Total nonoperating expense		(33,541	)		(33,541	)		(29,146	)		(1,489	)		81,636			(16,081	)
Loss before income taxes and cumulative effect of change in accounting principle				(33,541	)		(33,541	)		(18,096	)		(24,785	)		81,636			(28,327	)
Income tax benefit (expense)				—			—			(2,051	)		1,055			—			(996	)
Loss before cumulative effect of change in accounting principle				(33,541	)		(33,541	)		(20,147	)		(23,730	)		81,636			(29,323	)
Cumulative effect of change in accounting principle (net of tax)				—			—			(4,022	)		(196	)		—			(4,218	)
Net loss			$	(33,541	)	$	(33,541	)	$	(24,169	)	$	(23,926	)	$	81,636		$	(33,541	)

F-35

PLAYBOY ENTERPRISES, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FISCAL YEAR ENDED DECEMBER 31, 2000

(in thousands)

			Playboy Enterprises, Inc. (Parent)			PEI Holdings, Inc. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Playboy Enterprises, Inc.
Net revenues			$	—		$	—		$	268,692		$	34,923		$	(255	)	$	303,360
Costs and expenses
	Cost of sales			—			—			(215,863	)		(45,399	)		255			(261,007	)
	Selling and administrative			—			—			(47,540	)		(7,845	)		—			(55,385	)
	Restructuring expenses			—			—			(3,814	)		(94	)		—			(3,908	)
		Total costs and expenses		—			—			(267,217	)		(53,338	)		255			(320,300	)
Loss on disposals				—			—			(2,924	)		—			—			(2,924	)
Operating loss				—			—			(1,449	)		(18,415	)		—			(19,864	)
Nonoperating income (expense)
	Investment income			—			—			1,461			58			—			1,519
	Interest expense			—			(8,907	)		(98	)		(143	)		—			(9,148	)
	Minority interest			—			—			(125	)		—			—			(125	)
	Equity loss from subsidiaries			(47,626	)		(35,059	)		(25,921	)		—			108,606			—
	Equity in operations of PTVI and other			—			—			(283	)		(92	)		—			(375	)
	Playboy.com registration statement expenses			—			—			—			(1,582	)		—			(1,582	)
	Legal settlement			—			—			(622	)		—			—			(622	)
	Other, net			—			(840	)		(365	)		3			—			(1,202	)
		Total nonoperating expense		(47,626	)		(44,806	)		(25,953	)		(1,756	)		108,606			(11,535	)
Loss before income taxes				(47,626	)		(44,806	)		(27,402	)		(20,171	)		108,606			(31,399	)
Income tax expense				—			(2,820	)		(7,657	)		(5,750	)		—			(16,227	)
Net loss			$	(47,626	)	$	(47,626	)	$	(35,059	)	$	(25,921	)	$	108,606		$	(47,626	)

F-36

PLAYBOY ENTERPRISES, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2002

(in thousands)

		Playboy Enterprises, Inc. (Parent)		PEI Holdings, Inc. (Issuer)		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Playboy Enterprises, Inc.
Assets
Cash and cash equivalents		$	—	$	—	$	(1,908	)	$	6,026		$	—		$	4,118
Marketable securities			—		—		2,677			—			—			2,677
Receivables, net of allowance for doubtful accounts			—		—		33,286			8,925			—			42,211
Receivables from related parties			—		—		(6,926	)		8,468			—			1,542
Inventories, net			—		—		9,489			1,009			—			10,498
Deferred subscription acquisition costs			—		—		12,038			—			—			12,038
Other current assets			—		905		9,387			1,004			—			11,296
	Total current assets		—		905		58,043			25,432			—			84,380
Receivables from affiliates			—		63,603		27,598			—			(91,201	)		—
Property and equipment, net			—		—		10,432			1,284			—			11,716
Programming costs, net			—		—		51,633			714			—			52,347
Goodwill			—		—		111,370			523			—			111,893
Trademarks			—		—		55,219			—			—			55,219
Distribution agreements, net of accumulated amortization			—		—		34,284			—			—			34,284
Investment in subsidiaries			87,815		87,815		(47,864	)		—			(127,766	)		—
Other noncurrent assets			—		1,990		17,723			169			—			19,882
Total assets		$	87,815	$	154,313	$	318,438		$	28,122		$	(218,967	)	$	369,721
Liabilities
Financing obligations		$	—	$	6,402	$	—		$	—		$	—		$	6,402
Financing obligations to related parties			—		—		—			17,235			—			17,235
Acquisition liabilities			—		—		12,525			902			—			13,427
Accounts payable			—		—		18,281			6,315			—			24,596
Accrued salaries, wages and employee benefits			—		—		10,046			373			—			10,419
Deferred revenues			—		—		48,377			4,256			—			52,633
Other liabilities and accrued expenses			—		1,231		15,018			1,399			—			17,648
	Total current liabilities		—		7,633		104,247			30,480			—			142,360
Financing obligations			—		58,865		—			—			—			58,865
Financing obligations to related parties			—		—		—			10,000			—			10,000
Financing obligations to affiliates			—		—		63,603			27,598			(91,201	)		—
Acquisition liabilities			—		—		31,777			7,908			—			39,685
Net deferred tax liabilities			—		—		12,375			—			—			12,375
Other noncurrent liabilities			—		—		18,621			—			—			18,621
Total liabilities			—		66,498		230,623			75,986			(91,201	)		281,906
Shareholders' equity
	Total shareholders' equity		87,815		87,815		87,815			(47,864	)		(127,766	)		87,815
Total liabilities and shareholders' equity		$	87,815	$	154,313	$	318,438		$	28,122		$	(218,967	)	$	369,721

F-37

PLAYBOY ENTERPRISES, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2001

(in thousands)

		Playboy Enterprises, Inc. (Parent)		PEI Holdings, Inc. (Issuer)		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated Playboy Enterprises, Inc.
Assets
Cash and cash equivalents		$	—	$	—	$	456		$	4,154		$	—		$	4,610
Marketable securities			—		—		3,182			—			—			3,182
Receivables, net of allowance for doubtful accounts			—		—		40,192			1,654			—			41,846
Receivables from related parties			—		—		12,408			9			—			12,417
Inventories, net			—		—		12,238			1,724			—			13,962
Deferred subscription acquisition costs			—		—		12,111			—			—			12,111
Other current assets			—		847		6,584			426			—			7,857
	Total current assets		—		847		87,171			7,967			—			95,985
Receivables from related parties			—		—		50,000			—			—			50,000
Receivables from affiliates			—		79,902		10,168			—			(90,070	)		—
Property and equipment, net			—		—		9,791			958			—			10,749
Programming costs			—		—		56,213			—			—			56,213
Goodwill			—		—		111,815			523			—			112,338
Trademarks			—		—		52,185			—			—			52,185
Distribution agreements acquired, net of accumulated amortization			—		—		26,301			—			—			26,301
Investment in subsidiaries			81,525		81,525		(28,190	)		—			(134,860	)		—
Other noncurrent assets			—		2,684		19,785			—			—			22,469
Total assets		$	81,525	$	164,958	$	395,239		$	9,448		$	(224,930	)	$	426,240
Liabilities
Financing obligations		$	—	$	8,561	$	—		$	—		$	—		$	8,561
Financing obligations to related parties			—		—		—			15,000			—			15,000
Acquisition liability			—		—		21,023			—			—			21,023
Accounts payable			—		—		17,416			1,877			—			19,293
Accounts payable to related parties			—		—		169			—			—			169
Accrued salaries, wages and employee benefits			—		—		8,581			136			—			8,717
Deferred revenues			—		—		44,171			3,742			—			47,913
Deferred revenues from related parties			—		—		8,382			—			—			8,382
Other liabilities and accrued expenses			—		1,855		14,883			1,715			—			18,453
	Total current liabilities		—		10,416		114,625			22,470			—			147,511
Financing obligations			—		73,017		—			—			—			73,017
Financing obligations to related parties			—		—		—			5,000			—			5,000
Payables to affiliates			—		—		79,902			10,168			(90,070	)		—
Acquisition liability			—		—		41,079			—			—			41,079
Deferred revenues from related parties			—		—		44,350			—			—			44,350
Net deferred tax liabilities			—		—		5,313			—			—			5,313
Other noncurrent liabilities			—		—		28,445			—			—			28,445
	Total liabilities		—		83,433		313,714			37,638			(90,070	)		344,715
Shareholders' equity
	Total shareholders' equity		81,525		81,525		81,525			(28,190	)		(134,860	)		81,525
Total liabilities and shareholders' equity		$	81,525	$	164,958	$	395,239		$	9,448		$	(224,930	)	$	426,240

F-38

PLAYBOY ENTERPRISES, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FISCAL YEAR ENDED DECEMBER 31, 2002

(in thousands)

	Playboy Enterprises, Inc. (Parent)			PEI Holdings, Inc. (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated Playboy Enterprises, Inc.
Cash flows from operating activities
Net cash provided by (used for) operating activities	$	—		$	(6,103	)	$	31,634		$	(11,203	)	$	—	$	14,328
Cash flows from investing activities
Payments for acquisitions		—			—			(435	)		—			—		(435	)
Proceeds from disposals		—			—			1,484			33			—		1,517
Additions to property and equipment		—			—			(3,975	)		(343	)		—		(4,318	)
Other, net		—			—			78			—			—		78
Net cash used for investing activities		—			—			(2,848	)		(310	)		—		(3,158	)
Cash flows from financing activities
Proceeds from financing obligations		—			—			—			5,000			—		5,000
Repayment of financing obligations		—			(16,311	)		—			—			—		(16,311	)
Payment of deferred financing fees		—			(310	)		—			(275	)		—		(585	)
Proceeds from stock plans		234			—			—			—			—		234
Net cash provided by (used for) financing activities		234			(16,621	)		—			4,725			—		(11,662	)
Net receipts from (payments to) subsidiaries		(234	)		22,724			(31,150	)		8,660			—		—
Net increase (decrease) in cash and cash equivalents		—			—			(2,364	)		1,872			—		(492	)
Cash and cash equivalents at beginning of period		—			—			456			4,154			—		4,610
Cash and cash equivalents at end of period	$	—		$	—		$	(1,908	)	$	6,026		$	—	$	4,118

F-39

PLAYBOY ENTERPRISES, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FISCAL YEAR ENDED DECEMBER 31, 2001

(in thousands)

	Playboy Enterprises, Inc. (Parent)			PEI Holdings, Inc. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated Playboy Enterprises, Inc.
Cash flows from operating activities
Net cash provided by (used for) operating activities	$	—		$	(9,282	)	$	15,000		$	(13,663	)	$	—	$	(7,945	)
Cash flows from investing activities
Payments for acquisitions		—			—			(935	)		—			—		(935	)
Proceeds from disposals		—			—			3,184			92			—		3,276
Additions to property and equipment		—			—			(1,934	)		(1,299	)		—		(3,233	)
Funding of equity interests		—			—			(1,875	)		—			—		(1,875	)
Purchase of marketable securities		—			—			(89	)		—			—		(89	)
Other, net		—			—			—			3			—		3
Net cash used for investing activities		—			—			(1,649	)		(1,204	)		—		(2,853	)
Cash flows from financing activities
Net proceeds from sale of Playboy.com Series A Preferred Stock		—			—			—			13,066			—		13,066
Proceeds from financing obligations		—			—			—			10,000			—		10,000
Repayment of financing obligations		—			(3,922	)		—			—			—		(3,922	)
Net payments on revolving credit facility		—			(7,750	)		—			—			—		(7,750	)
Deferred financing fees		—			(454	)		—			—			—		(454	)
Proceeds from stock plans		2,141			—			—			—			—		2,141
Other, net		(207	)		—			—			—			—		(207	)
Net cash provided by (used for) financing activities		1,934			(12,126	)		—			23,066			—		12,874
Net receipts from (payments to) subsidiaries		(1,934	)		21,408			(14,832	)		(4,642	)		—		—
Net increase (decrease) in cash and cash equivalents		—			—			(1,481	)		3,557			—		2,076
Cash and cash equivalents at beginning of year		—			—			1,937			597			—		2,534
Cash and cash equivalents at end of year	$	—		$	—		$	456		$	4,154		$	—	$	4,610

F-40

PLAYBOY ENTERPRISES, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FISCAL YEAR ENDED DECEMBER 31, 2000

(in thousands)

	Playboy Enterprises, Inc. (Parent)			PEI Holdings, Inc. (Issuer)			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated Playboy Enterprises, Inc.
Cash flows from operating activities
Net cash provided by (used for) operating activities	$	—		$	(11,621	)	$	8,848		$	(28,377	)	$	—	$	(31,150	)
Cash flows from investing activities
Payments for acquisitions		—			—			—			(1,152	)		—		(1,152	)
Proceeds from disposals		—			—			5,384			—			—		5,384
Additions to property and equipment		—			—			(3,736	)		(1,529	)		—		(5,265	)
Funding of equity interests		—			—			(2,196	)		(42	)		—		(2,238	)
Purchase of marketable securities		—			—			(866	)		—			—		(866	)
Other, net		—			—			248			—			—		248
Net cash used for investing activities		—			—			(1,166	)		(2,723	)		—		(3,889	)
Cash flows from financing activities
Proceeds from financing obligations		—			—			—			10,000			—		10,000
Repayment of financing obligations		—			(15,000	)		—			—			—		(15,000	)
Net proceeds from revolving credit facility		—			18,250			—			—			—		18,250
Deferred financing fees		—			(590	)		—			—			—		(590	)
Proceeds from stock plans		1,385			—			—			—			—		1,385
Net cash provided by financing activities		1,385			2,660			—			10,000			—		14,045
Net receipts from (payments to) subsidiaries		(1,385	)		8,961			(27,652	)		20,076			—		—
Net decrease in cash and cash equivalents		—			—			(19,970	)		(1,024	)		—		(20,994	)
Cash and cash equivalents at beginning of year		—			—			21,907			1,621			—		23,528
Cash and cash equivalents at end of year	$	—		$	—		$	1,937		$	597		$	—	$	2,534

F-41

REPORT OF INDEPENDENT AUDITORS

To the Shareholders and Board of Directors of Playboy Enterprises, Inc.

        We have audited the accompanying consolidated balance sheets of Playboy Enterprises, Inc. as of December 31, 2002 and 2001, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2002. Our audits also included the financial statement schedule for the years ended December 31, 2002, 2001 and 2000 included in Item 21(b) in Part II of the registration statement on Form S-4 of Playboy Enterprises, Inc., PEI Holdings, Inc. and certain subsidiaries of PEI Holdings, Inc. relating to 11% Senior Secured Notes due 2010 of PEI Holdings, Inc. and guarantees thereof. These consolidated financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We did not audit the financial statements of Playboy TV International, LLC ("PTVI"), an unconsolidated affiliate accounted for using the equity method for the years ended December 31, 2001 and 2000. The investment in PTVI was $1,750,586 at December 31, 2001. The Company's equity in the losses of PTVI was $826,206 and $283,095 for the years ended December 31, 2001 and 2000, respectively. Those statements were audited by other auditors whose report has been furnished to us, and contains an explanatory paragraph expressing uncertainty about PTVI's ability to continue as a going concern. Our opinion, insofar as it relates to data included for PTVI, is based solely on the report of the other auditors.

        We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion.

        In our opinion, based on our audits and the report of other auditors, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Playboy Enterprises, Inc. at December 31, 2002 and 2001, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

        In 2002, as discussed in Note A, the Company changed its method of accounting for goodwill to conform with Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets." In 2001, as discussed in Note A, the Company changed its methods of accounting for production and distribution of films and for derivative financial instruments, in accordance with new professional standards.

/s/ Ernst & Young LLP

Chicago, Illinois
February 14, 2003, except for
Notes N and V, as to which
the date is March 14, 2003
and for Note X, as to which
the date is May 15, 2003

F-42

PLAYBOY ENTERPRISES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
for the Quarters Ended March 31 (Unaudited)
(In thousands, except per share amounts)

			2003			2002
Net revenues			$	74,281		$	66,147
Costs and expenses
	Cost of sales			(52,301	)		(49,890	)
	Selling and administrative expenses			(12,530	)		(14,008	)
		Total costs and expenses		(64,831	)		(63,898	)
Operating income				9,450			2,249
Nonoperating income (expense)
	Investment income			56			39
	Interest expense			(3,562	)		(4,472	)
	Amortization of deferred financing fees			(275	)		(240	)
	Minority interest			(452	)		(421	)
	Debt extinguishment expenses			(3,263	)		—
	Other, net			(72	)		(88	)
		Total nonoperating expense		(7,568	)		(5,182	)
Income (loss) before income taxes				1,882			(2,933	)
Income tax expense				(1,250	)		(6,454	)
Net income (loss)				632			(9,387	)
Other comprehensive income (loss) (net of tax)
	Unrealized gain (loss) on marketable securities			(155	)		41
	Unrealized gain on derivatives			609			448
	Foreign currency translation adjustment			153			—
		Total other comprehensive income		607			489
Comprehensive income (loss)			$	1,239		$	(8,898	)
Weighted average number of common shares outstanding
	Basic			26,155			24,540
	Diluted			26,159			24,540
Basic and diluted earnings per common share			$	0.02		$	(0.38	)

The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.

F-43

PLAYBOY ENTERPRISES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

		March 31, 2003			Dec. 31, 2002
		(Unaudited)
Assets
Cash and cash equivalents		$	27,226		$	4,118
Marketable securities			2,530			2,677
Receivables, net of allowance for doubtful accounts of $5,538 and $5,124, respectively			40,114			42,211
Receivables from related parties			1,590			1,542
Inventories, net			10,645			10,498
Deferred subscription acquisition costs			12,754			12,038
Other current assets			8,500			11,296
	Total current assets		103,359			84,380
Property and equipment, net			11,305			11,716
Programming costs, net			53,878			52,347
Goodwill			111,893			111,893
Trademarks			55,570			55,219
Distribution agreements, net of accumulated amortization of $7,945 and $6,598, respectively			32,937			34,284
Other noncurrent assets			25,483			19,882
Total assets		$	394,425		$	369,721
Liabilities
Financing obligations		$	—		$	6,402
Financing obligations to related parties			—			17,235
Acquisition liabilities			11,870			13,427
Accounts payable			17,607			24,596
Accrued salaries, wages and employee benefits			4,024			10,419
Deferred revenues			53,091			52,633
Other liabilities and accrued expenses			17,408			17,648
	Total current liabilities		104,000			142,360
Financing obligations			115,000			58,865
Financing obligations to related parties			—			10,000
Acquisition liabilities			27,738			39,685
Net deferred tax liabilities			12,744			12,375
Other noncurrent liabilities			9,827			8,904
	Total liabilities		269,309			272,189
Minority interests			36,905			9,717
Shareholders' equity
Common stock, $0.01 par value
	Class A voting — 7,500,000 shares authorized; 4,864,102 issued		49			49
	Class B nonvoting — 30,000,000 shares authorized; 21,427,777 and 21,422,321 issued, respectively		214			214
Capital in excess of par value			142,535			146,091
Accumulated deficit			(53,428	)		(54,060	)
Unearned compensation — restricted stock			—			(2,713	)
Accumulated other comprehensive loss			(1,159	)		(1,766	)
	Total shareholders' equity		88,211			87,815
Total liabilities and shareholders' equity		$	394,425		$	369,721

The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.

F-44

PLAYBOY ENTERPRISES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the Quarters Ended March 31 (Unaudited)
(In thousands)

		2003			2002
Cash flows from operating activities
Net income (loss)		$	632		$	(9,387	)
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
	Depreciation of property and equipment		1,009			1,091
	Amortization of intangible assets		2,185			1,812
	Amortization of investments in entertainment programming		9,523			9,352
	Amortization of deferred financing fees		275			240
	Debt extinguishment expenses		3,263			—
	Deferred income taxes		(153	)		6,128
	Net change in operating assets and liabilities		(9,754	)		7,294
	Investments in entertainment programming		(12,399	)		(10,551	)
	Other, net		806			487
Net cash provided by (used for) operating activities			(4,613	)		6,466
Cash flows from investing activities
Proceeds from disposals			36			1,118
Additions to property and equipment			(623	)		(451	)
Other, net			(3	)		(58	)
Net cash provided by (used for) investing activities			(590	)		609
Cash flows from financing activities
Proceeds from financing obligations			115,000			—
Repayment of financing obligations			(65,767	)		(11,068	)
Payment of debt extinguishment expenses			(355	)		—
Payment of acquisition liabilities			(14,219	)		—
Payment of deferred financing fees			(6,370	)		(250	)
Other, net			22			153
Net cash provided by (used for) financing activities			28,311			(11,165	)
Net increase (decrease) in cash and cash equivalents			23,108			(4,090	)
Cash and cash equivalents at beginning of period			4,118			4,610
Cash and cash equivalents at end of period		$	27,226		$	520

The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.

F-45

PLAYBOY ENTERPRISES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(A)    BASIS OF PREPARATION

        The financial information included in these financial statements is unaudited but, in the opinion of management, reflects all normal recurring and other adjustments necessary for a fair presentation of the results for the interim periods. The interim results of operations and cash flows are not necessarily indicative of those results and cash flows for the entire year. These financial statements should be read in conjunction with the financial statements and notes to the financial statements contained in our Form 10-K Annual Report for the fiscal year ended December 31, 2002. Certain amounts reported for prior periods have been reclassified to conform to the current year's presentation.

(B)    RESTRUCTURING EXPENSES

        In 2002, we announced a Company-wide restructuring initiative in order to reduce our ongoing operating expenses. The restructuring resulted in a workforce reduction of approximately 11%, or 70 positions. In connection with the restructuring, we reported a $5.7 million charge in 2002, of which $2.9 million related to the termination of 53 employees. The remaining positions were eliminated through attrition. The initiative also involved consolidation of our office space in Los Angeles and Chicago, resulting in a charge of $2.8 million. Of the total $5.7 million of costs related to this restructuring plan, approximately $1.3 million was paid by March 31, 2003, with most of the remainder to be paid in 2003 with some payments continuing through 2007.

        In 2001, we implemented a restructuring plan in anticipation of a continuing weak economy. The plan included a reduction in workforce coupled with vacating portions of certain office facilities by combining operations for greater efficiency, refocusing sales and marketing, outsourcing some operations and reducing overhead expenses. Total restructuring charges of $4.6 million were recorded, including, in 2002, a $0.9 million unfavorable adjustment to the previous estimate due primarily to a change in sublease assumptions. The restructuring resulted in a workforce reduction of approximately 15%, or 104 positions, with more than half of these employees from the Online Group. Of the $4.6 million charge, $2.6 million related to the termination of 88 employees. The remaining positions were eliminated through attrition. The charge also included $2.0 million related to the excess space in our Chicago and New York offices. Of the total $4.6 million of costs related to this restructuring plan, approximately $3.6 million was paid by March 31, 2003, with most of the remainder to be paid in 2003 with some payments continuing through 2007.

F-46

(C)    EARNINGS PER COMMON SHARE

        The following table sets forth the computation of basic and diluted earnings per share, or EPS, (in thousands, except per share amounts):

				Quarters Ended March 31,
				2003		2002
				(Unaudited)
Numerator:
For basic and diluted EPS — net income (loss)				$	632	$	(9,387	)
Denominator:
For basic EPS — weighted-average shares					26,155		24,540
	Effect of dilutive potential common shares:
		Stock options and other			4		—
			Dilutive potential common shares		4		—
For diluted EPS — adjusted weighted-average shares					26,159		24,540
Basic and diluted EPS				$	0.02	$	(0.38	)

        The following table represents the approximate number of shares related to options to purchase our Class B common stock, or Class B stock, and Class B restricted stock awards that were outstanding which were not included in the computation of diluted EPS as the inclusion of these shares would have been antidilutive (in thousands):

	Quarters Ended March 31,
	2003	2002
	(Unaudited)
Stock options	3,165	2,495
Restricted stock awards	—	260
Total	3,165	2,755

        On May 1, 2003, $10.0 million of PEI Holdings, Inc., or Holdings, Series A Preferred Stock held by Hugh M. Hefner, along with accumulated dividends of $0.1 million, were exchanged for 1,122,209 shares of Playboy Class B stock.

F-47

(D)    INVENTORIES, NET

        Inventories, net, which are stated at the lower of cost (specific cost and average cost) or fair value, consisted of the following (in thousands):

	March 31, 2003		Dec. 31, 2002
	(Unaudited)
Paper	$	2,768	$	2,470
Editorial and other prepublication costs		5,845		5,992
Merchandise finished goods		2,032		2,036
Total inventories, net	$	10,645	$	10,498

(E)    MINORITY INTERESTS

        Our Condensed Consolidated Balance Sheets reflected "Minority interests" of $36.9 million and $9.7 million at March 31, 2003 and December 31, 2002, respectively. The amount at March 31, 2003 included two series of Holdings preferred stock, which were issued in March 2003 as discussed below, and a series of preferred stock of Playboy.com, Inc., or Playboy.com. In connection with the sale of the senior secured notes in March 2003, we restructured the outstanding indebtedness of Playboy.com owed to Mr. Hefner. Three promissory notes in the aggregate of $27.2 million were extinguished in exchange for $0.5 million in cash and two series of Holdings preferred stock. On May 1, 2003, we exchanged the Holdings Series A Preferred Stock for 1,122,209 shares of Playboy Class B stock and exchanged the Holdings Series B Preferred Stock for 1,674 shares of a new series of preferred stock of Playboy, which we refer to as Playboy Preferred Stock.

(F)    CONTINGENCIES

        On February 17, 1998, Eduardo Gongora, or Gongora, filed suit in state court in Hidalgo County, Texas against Editorial Caballero SA de CV, or EC, Grupo Siete International, Inc., or GSI, collectively the Editorial Defendants, and us. In the complaint, Gongora alleged that he was injured as a result of the termination of a publishing license agreement, or the License Agreement, between us and EC for the publication of a Mexican edition of Playboy magazine, or the Mexican Edition. We terminated the License Agreement on or about January 29, 1998 due to EC's failure to pay royalties and other amounts due us under the License Agreement. On February 18, 1998, the Editorial Defendants filed a cross-claim against us. Gongora alleged that in December 1996 he entered into an oral agreement with the Editorial Defendants to solicit advertising for the Mexican Edition to be distributed in the United States. The basis of GSI's cross-claim was that it was the assignee of EC's right to distribute the Mexican Edition in the United States and other Spanish-speaking Latin American countries outside of Mexico. On May 31, 2002, a jury returned a verdict against us in the amount of $4.4 million. Under the verdict, Gongora was awarded no damages. GSI and EC were awarded $4.1 million in out-of-pocket expenses and $0.3 million for lost profits, respectively, even though the jury found that EC had failed to comply with the terms of the License Agreement. On October 24, 2002, the trial court signed a judgment against us for $4.4 million plus pre- and post-judgment interest and costs. On November 22, 2002, we filed post-judgment motions challenging the judgment in the trial court. The trial court overruled those motions and we are vigorously pursuing an appeal with the State Appellate Court sitting in Corpus Christi challenging the verdict. We have posted a bond in the amount of approximately $7.7 million (which represents the amount of the judgment, costs and estimated pre- and post-judgment interest) in connection with the appeal. We, on advice of legal counsel, believe that it is not probable that a

F-48

material judgment against us will be sustained. In accordance with Statement of Financial Accounting Standards, or Statement, 5, Accounting for Contingencies, no liability has been accrued.

(G)    STOCK-BASED COMPENSATION

        The following pro forma information presents our net income (loss) and basic and diluted EPS assuming stock-based compensation expense had been determined consistent with Statement 123, Accounting for Stock-Based Compensation (in thousands, except per share amounts):

		Quarters Ended March 31,
		2003			2002
		(Unaudited)
Net income (loss)
	As reported	$	632		$	(9,387	)
	Pro forma		(425	)		(9,865	)
Basic and diluted EPS
	As reported		0.02			(0.38	)
	Pro forma	$	(0.02	)	$	(0.40	)

F-49

(H)    SEGMENT INFORMATION

        The following table represents financial information by reportable segment (in thousands):

	Quarters Ended March 31,
	2003			2002
	(Unaudited)
Net revenues
Entertainment	$	33,203		$	30,651
Publishing		26,634			26,658
Online		9,240			6,383
Licensing		5,204			2,455
Total	$	74,281		$	66,147
Income (loss) before income taxes
Entertainment	$	7,952		$	8,961
Publishing		507			(368	)
Online		320			(3,588	)
Licensing		3,571			827
Corporate Administration and Promotion		(2,900	)		(3,583	)
Investment income		56			39
Interest expense		(3,562	)		(4,472	)
Amortization of deferred financing fees		(275	)		(240	)
Minority interest		(452	)		(421	)
Debt extinguishment expenses		(3,263	)		—
Other, net		(72	)		(88	)
Total	$	1,882		$	(2,933	)

	March 31, 2003		Dec. 31, 2002
	(Unaudited)
Identifiable assets
Entertainment	$	263,677	$	263,416
Publishing		39,568		43,861
Online		3,766		4,047
Licensing		5,207		4,726
Catalog		—		36
Corporate Administration and Promotion (1)		82,207		53,635
Total (1)	$	394,425	$	369,721

(1)

The increase in identifiable assets since December 31, 2002 was primarily due to proceeds from the issuance of senior secured notes in March 2003.

F-50

(I)  SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

        On March 11, 2003, Holdings issued $115.0 million of 11.00% senior secured notes due 2010. The payment obligations under the senior secured notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, by us and by substantially all of our domestic subsidiaries, referred to as the guarantors, excluding Playboy.com and its subsidiaries. All of our remaining subsidiaries, referred to as the nonguarantors, are wholly-owned by the guarantors except for Playboy.com, which is a majority-owned subsidiary. The following supplemental Condensed Consolidating Statements of Operations for the quarters ended March 31, 2003 and 2002 and the Condensed Consolidating Balance Sheets at March 31, 2003 and December 31, 2002 and the Condensed Consolidating Statements of Cash Flows for the quarters ended March 31, 2003 and 2002, present financial information for (a) us (carrying our investment in Holdings under the equity method), (b) Holdings (the issuer of the senior secured notes) (carrying its investment in the guarantors under the equity method), (c) on a combined basis the guarantors (carrying any investment in nonguarantors under the equity method) and (d) on a combined basis the nonguarantors. Separate financial statements of the guarantors are not presented because the guarantors are jointly, severally, and unconditionally liable under the guarantees, and we believe that separate financial statements and other disclosures regarding the guarantors are not material to investors. In general, Holdings has entered into third-party borrowings and financed its subsidiaries via intercompany accounts. All intercompany activity has been included as "Net receipts from (payments to) subsidiaries" in the Condensed Consolidating Statements of Cash Flows. In certain cases, taxes have been calculated on the basis of a group position that includes both guarantors and nonguarantors. In such cases, the taxes have been allocated to individual legal entities based upon each legal entity's actual contribution to the tax provision.

F-51

PLAYBOY ENTERPRISES, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(In thousands)

			Quarter Ended March 31, 2003 (Unaudited)
			Playboy Enterprises, Inc. (Parent)			PEI Holdings (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Playboy Enterprises, Inc.
Net revenues			$	—		$	—		$	60,520		$	17,978		$	(4,217	)	$	74,281
Costs and expenses
	Cost of sales			—			—			(42,321	)		(14,197	)		4,217			(52,301	)
	Selling and administrative expenses			—			—			(9,949	)		(2,581	)		—			(12,530	)
		Total costs and expenses		—			—			(52,270	)		(16,778	)		4,217			(64,831	)
Operating income				—			—			8,250			1,200			—			9,450
Nonoperating income (expense)
	Investment income			—			—			67			22			(33	)		56
	Interest expense			—			(1,772	)		(1,353	)		(470	)		33			(3,562	)
	Amortization of deferred financing fees			—			(251	)		—			(24	)		—			(275	)
	Minority interest			(119	)		—			(333	)		—			—			(452	)
	Debt extinguishment expenses			—			(3,060	)		—			(203	)		—			(3,263	)
	Equity income (loss) from subsidiaries			751			5,841			(65	)		—			(6,527	)		—
	Other, net			—			(7	)		(27	)		(38	)		—			(72	)
		Total nonoperating income (expense)		632			751			(1,711	)		(713	)		(6,527	)		(7,568	)
Income before income taxes				632			751			6,539			487			(6,527	)		1,882
Income tax expense				—			—			(698	)		(552	)		—			(1,250	)
Net income (loss)			$	632		$	751		$	5,841		$	(65	)	$	(6,527	)	$	632

			Quarter Ended March 31, 2002 (Unaudited)
			Playboy Enterprises, Inc. (Parent)			PEI Holdings (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Playboy Enterprises, Inc.
Net revenues			$	—		$	—		$	59,527		$	6,676		$	(56	)	$	66,147
Costs and expenses
	Cost of sales			—			—			(42,535	)		(7,411	)		56			(49,890	)
	Selling and administrative expenses			—			—			(11,178	)		(2,830	)		—			(14,008	)
		Total costs and expenses		—			—			(53,713	)		(10,241	)		56			(63,898	)
Operating income (loss)				—			—			5,814			(3,565	)		—			2,249
Nonoperating income (expense)
	Investment income			—			—			25			14			—			39
	Interest expense			—			(1,555	)		(2,376	)		(541	)		—			(4,472	)
	Amortization of deferred financing fees			—			(232	)		—			(8	)		—			(240	)
	Minority interest			—			—			(421	)		—			—			(421	)
	Equity loss from subsidiaries			(9,387	)		(7,600	)		(4,124	)		—			21,111			—
	Other, net			—			—			(88	)		—			—			(88	)
		Total nonoperating expense		(9,387	)		(9,387	)		(6,984	)		(535	)		21,111			(5,182	)
Loss before income taxes				(9,387	)		(9,387	)		(1,170	)		(4,100	)		21,111			(2,933	)
Income tax expense				—			—			(6,430	)		(24	)		—			(6,454	)
Net loss			$	(9,387	)	$	(9,387	)	$	(7,600	)	$	(4,124	)	$	21,111		$	(9,387	)

F-52

PLAYBOY ENTERPRISES, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

March 31, 2003 (Unaudited)

(In thousands)

		Playboy Enterprises, Inc. (Parent)		PEI Holdings (Issuer)		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Playboy Enterprises, Inc.
Assets
Cash and cash equivalents		$	—	$	—	$	22,945		$	4,281		$	—		$	27,226
Marketable securities			—		—		2,530			—			—			2,530
Receivables, net of allowance for doubtful accounts			—		—		32,233			7,881			—			40,114
Receivables from related parties			—		—		(7,340	)		8,930			—			1,590
Inventories, net			—		—		9,600			1,045			—			10,645
Deferred subscription acquisition costs			—		—		12,754			—			—			12,754
Other current assets			—		—		7,325			1,175			—			8,500
	Total current assets		—		—		80,047			23,312			—			103,359
Receivables from affiliates			—		136,249		50,375			—			(186,624	)		—
Property and equipment, net			—		—		10,186			1,119			—			11,305
Programming costs, net			—		—		53,089			789			—			53,878
Goodwill			—		—		111,370			523			—			111,893
Trademarks			—		—		55,570			—			—			55,570
Distribution agreements, net of accumulated amortization			—		—		32,937			—			—			32,937
Investment in subsidiaries			115,065		88,211		(44,020	)		—			(159,256	)		—
Other noncurrent assets			—		8,497		16,957			29			—			25,483
Total assets		$	115,065	$	232,957	$	366,511		$	25,772		$	(345,880	)	$	394,425
Liabilities
Acquisition liabilities		$	—	$	—	$	10,763		$	1,107		$	—		$	11,870
Accounts payable			—		2,189		11,278			4,140			—			17,607
Accrued salaries, wages and employee benefits			—		—		3,875			149			—			4,024
Deferred revenues			—		—		47,795			5,296			—			53,091
Other liabilities and accrued expenses			—		703		14,610			2,095			—			17,408
	Total current liabilities		—		2,892		88,321			12,787			—			104,000
Financing obligations			—		115,000		—			—			—			115,000
Financing obligations to affiliates			—		—		136,249			50,375			(186,624	)		—
Acquisition liabilities			—		—		21,108			6,630			—			27,738
Net deferred tax liabilities			—		—		12,744			—			—			12,744
Other noncurrent liabilities			—		—		9,827			—			—			9,827
Total liabilities			—		117,892		268,249			69,792			(186,624	)		269,309
Minority interests			26,854		—		10,051			—			—			36,905
Shareholders' equity
	Total shareholders' equity		88,211		115,065		88,211			(44,020	)		(159,256	)		88,211
Total liabilities and shareholders' equity		$	115,065	$	232,957	$	366,511		$	25,772		$	(345,880	)	$	394,425

F-53

PLAYBOY ENTERPRISES, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2002 (Unaudited)

(In thousands)

		Playboy Enterprises, Inc. (Parent)		PEI Holdings (Issuer)		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Playboy Enterprises, Inc.
Assets
Cash and cash equivalents		$	—	$	—	$	(1,908	)	$	6,026		$	—		$	4,118
Marketable securities			—		—		2,677			—			—			2,677
Receivables, net of allowance for doubtful accounts			—		—		33,286			8,925			—			42,211
Receivables from related parties			—		—		(6,926	)		8,468			—			1,542
Inventories, net			—		—		9,489			1,009			—			10,498
Deferred subscription acquisition costs			—		—		12,038			—			—			12,038
Other current assets			—		905		9,387			1,004			—			11,296
	Total current assets		—		905		58,043			25,432			—			84,380
Receivables from affiliates			—		63,603		27,598			—			(91,201	)		—
Property and equipment, net			—		—		10,432			1,284			—			11,716
Programming costs, net			—		—		51,633			714			—			52,347
Goodwill			—		—		111,370			523			—			111,893
Trademarks			—		—		55,219			—			—			55,219
Distribution agreements, net of accumulated amortization			—		—		34,284			—			—			34,284
Investment in subsidiaries			87,815		87,815		(47,864	)		—			(127,766	)		—
Other noncurrent assets			—		1,990		17,723			169			—			19,882
Total assets		$	87,815	$	154,313	$	318,438		$	28,122		$	(218,967	)	$	369,721
Liabilities
Financing obligations		$	—	$	6,402	$	—		$	—		$	—		$	6,402
Financing obligations to related parties			—		—		—			17,235			—			17,235
Acquisition liabilities			—		—		12,525			902			—			13,427
Accounts payable			—		—		18,281			6,315			—			24,596
Accrued salaries, wages and employee benefits			—		—		10,046			373			—			10,419
Deferred revenues			—		—		48,377			4,256			—			52,633
Other liabilities and accrued expenses			—		1,231		15,018			1,399			—			17,648
	Total current liabilities		—		7,633		104,247			30,480			—			142,360
Financing obligations			—		58,865		—			—			—			58,865
Financing obligations to related parties			—		—		—			10,000			—			10,000
Financing obligations to affiliates			—		—		63,603			27,598			(91,201	)		—
Acquisition liabilities			—		—		31,777			7,908			—			39,685
Net deferred tax liabilities			—		—		12,375			—			—			12,375
Other noncurrent liabilities			—		—		8,904			—			—			8,904
Total liabilities			—		66,498		220,906			75,986			(91,201	)		272,189
Minority interests			—		—		9,717			—			—			9,717
Shareholders' equity
	Total shareholders' equity		87,815		87,815		87,815			(47,864	)		(127,766	)		87,815
Total liabilities and shareholders' equity		$	87,815	$	154,313	$	318,438		$	28,122		$	(218,967	)	$	369,721

F-54

PLAYBOY ENTERPRISES, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(In thousands)

	Quarter Ended March 31, 2003 (Unaudited)
	Playboy Enterprises, Inc. (Parent)			PEI Holdings (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Playboy Enterprises, Inc.
Cash flows from operating activities
Net cash provided by (used for) operating activities	$	—		$	(1,698	)	$	(3,057	)	$	142		$	—	$	(4,613	)
Cash flows from investing activities
Proceeds from disposals		—			—			36			—			—		36
Additions to property and equipment		—			—			(508	)		(115	)		—		(623	)
Other, net		—			—			(6	)		3			—		(3	)
Net cash used for investing activities		—			—			(478	)		(112	)		—		(590	)
Cash flows from financing activities
Proceeds from financing obligations		—			115,000			—			—			—		115,000
Repayment of financing obligations		—			(65,267	)		—			(500	)		—		(65,767	)
Payment of debt extinguishment expenses		—			(355	)		—			—			—		(355	)
Payment of acquisition liabilities		—			—			(13,145	)		(1,074	)		—		(14,219	)
Payment of deferred financing fees		—			(6,370	)		—			—			—		(6,370	)
Other, net		22			—			—			—			—		22
Net cash provided by (used for) financing activities		22			43,008			(13,145	)		(1,574	)		—		28,311
Net receipts from (payments to) subsidiaries		(22	)		(41,310	)		41,533			(201	)		—		—
Net increase (decrease) in cash and cash equivalents		—			—			24,853			(1,745	)		—		23,108
Cash and cash equivalents at beginning of period		—			—			(1,908	)		6,026			—		4,118
Cash and cash equivalents at end of period	$	—		$	—		$	22,945		$	4,281		$	—	$	27,226

	Quarter Ended March 31, 2002 (Unaudited)
	Playboy Enterprises, Inc. (Parent)			PEI Holdings (Issuer)			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Playboy Enterprises, Inc.
Cash flows from operating activities
Net cash provided by (used for) operating activities	$	—		$	(2,037	)	$	11,411		$	(2,908	)	$	—	$	6,466
Cash flows from investing activities
Proceeds from disposals		—			—			1,085			33			—		1,118
Additions to property and equipment		—			—			(332	)		(119	)		—		(451	)
Other, net		—			—			(58	)		—			—		(58	)
Net cash provided by (used for) investing activities		—			—			695			(86	)		—		609
Cash flows from financing activities
Repayment of financing obligations		—			(11,068	)		—			—			—		(11,068	)
Payment of deferred financing fees		—			(100	)		—			(150	)		—		(250	)
Other, net		153			—			—			—			—		153
Net cash provided by (used for) financing activities		153			(11,168	)		—			(150	)		—		(11,165	)
Net receipts from (payments to) subsidiaries		(153	)		13,205			(12,427	)		(625	)		—		—
Net decrease in cash and cash equivalents		—			—			(321	)		(3,769	)		—		(4,090	)
Cash and cash equivalents at beginning of period		—			—			456			4,154			—		4,610
Cash and cash equivalents at end of period	$	—		$	—		$	135		$	385		$	—	$	520

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        No dealer, sales representative or other person has been authorized to give any information or to make any representations other than those contained in this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by PEI Holdings, Inc., Playboy Enterprises, Inc. or any of their subsidiaries. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities to which it relates, nor does it constitute an offer to sell or the solicitation of an offer to buy such securities, in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such an offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of PEI Holdings, Inc., Playboy Enterprises, Inc. and any of their subsidiaries since the date hereof or that information contained in this prospectus is correct as of any time subsequent to its date.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Indemnification of Directors and Officers of PEI Holdings, Inc.

        The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the certificate of incorporation and the bylaws of PEI Holdings, Inc., a Delaware corporation (the "Issuer").

        Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") grants corporations the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful.

        In the case of an action by or in the right of the corporation, Section 145 of the DGCL grants corporations the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

        Section 145 of the DGCL also empowers a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145 of the DGCL.

        Section 8 of the Issuer's certificate of incorporation and Article 8 of the Issuer's bylaws provide that the Issuer shall, to the fullest extent permitted by applicable law, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was, or has agreed to become, a director of officer of the Issuer, or is or was serving at the written request of the Issuer, as a director, officer, trustee, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided for in the Issuer's certificate of incorporation and bylaws is expressly not exclusive of any other rights to which those seeking indemnification may be entitled under any law, agreement or vote of stockholders or disinterested directors or otherwise. The Issuer's certificate of incorporation and bylaws also provide that the

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Issuer shall have the power to purchase and maintain insurance to protect itself and any director, officer, employee or agent of the Issuer or other corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Issuer would have the power to indemnify such persons against such expense, liability or loss under the DGCL.

        Playboy Enterprises, Inc. maintains an insurance policy on behalf of itself and its subsidiaries, including the Issuer, and on behalf of the directors and officers thereof, covering certain liabilities which may arise as a result of the actions of such directors and officers.

        Section 102(b)(7) of the DGCL allows a corporation to eliminate or limit the personal liability of directors to a corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

        Pursuant to Section 102(b)(7) of the DGCL, Section 7.7 of the Issuer's certificate of incorporation eliminates a director's personal liability for monetary damages to the Issuer and its stockholders for breaches of fiduciary duty as a director, except in circumstances involving a breach of a director's duty of loyalty to the Issuer or its stockholders, acts or omissions not in good faith or which involve intentional misconduct or knowing violations of the law, the unlawful payment of dividends or repurchase of stock or self-dealing.

Indemnification of Directors and Officers of Playboy Enterprises, Inc.

        The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the amended and restated certificate of incorporation and bylaws of Playboy Enterprises, Inc. ("Playboy").

        Playboy is organized under the laws of the state of Delaware. The indemnification provisions of the DGCL described in "Indemnification of Directors and Officers of PEI Holdings, Inc." above also relate to the directors and officers of Playboy.

        Article VII of Playboy's amended and restated bylaws provides that Playboy shall, to the fullest extent permitted by applicable law, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was, or has agreed to become, a director of officer of Playboy, or is or was serving at the written request of Playboy, as a director, officer, trustee, partner, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided for in Article VII of Playboy's amended and restated bylaws is expressly not exclusive of any other rights to which those seeking indemnification may be entitled under any law, agreement or vote of stockholders or disinterested directors or otherwise. Article VII of Playboy's amended and restated bylaws also provides that Playboy shall have the power to purchase and maintain insurance to protect itself and any director, officer, employee or agent of Playboy or other corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not Playboy would have the power to indemnify such persons against such expense, liability or loss under the DGCL.

        Playboy maintains an insurance policy on behalf of itself and certain of its subsidiaries, and on behalf of the directors and officers thereof, covering certain liabilities which may arise as a result of the actions of such directors and officers.

        Article TWELFTH of Playboy's amended and restated certificate of incorporation eliminates a director's personal liability for monetary damages to Playboy and its stockholders for breaches of fiduciary duty as a director, except in circumstances involving a breach of a director's duty of loyalty to Playboy or its stockholders, acts or omissions not in good faith or which involve intentional misconduct or knowing violations of the law, the unlawful payment of dividends or repurchase of stock or self-dealing.

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Indemnification of Directors and Officers of the Subsidiary Guarantors

        The following summaries are qualified in their entirety by reference to the complete text of any statutes referred to below and the certificates of incorporation and the bylaws or similar organizational documents of each guarantor (other than Playboy) guaranteeing the Issuer's 11% Senior Secured Notes due 2010 (collectively, the "Subsidiary Guarantors").

        Article VII of the amended and restated bylaws of Playboy provides for indemnification for directors and officers of Playboy serving at the request of Playboy as director or officer of, or in other specified capacities in respect of, the Subsidiary Guarantors. In addition, the following indemnification provisions are applicable to the Subsidiary Guarantors.

Delaware Corporate Subsidiary Guarantors

        Spice Entertainment, Inc., CPV Productions, Inc., Cyberspice, Inc., Planet Spice, Inc., Spice Direct, Inc., Spice International, Inc., Playboy Enterprises International, Inc., Alta Loma Entertainment, Inc., Planet Playboy, Inc., Playboy Japan, Inc., Playboy Gaming International, Ltd., Playboy Cruise Gaming, Inc., Playboy Gaming UK, Ltd., Lifestyle Brands, Ltd., Lake Shore Press, Inc., Playboy Clubs International, Inc., Playboy of Sussex, Inc., Playboy Club of Hollywood, Inc., Special Editions, Ltd., Spice Platinum Entertainment, Inc., Spice Hot Entertainment, Inc., Playboy Properties, Inc., Playboy Shows, Inc., Steelton, Inc., Playboy Entertainment Group, Inc., Adultvision Communications, Inc., After Dark Video, Inc., Alta Loma Distribution, Inc. and Impulse Productions, Inc. (collectively, the "Delaware Corporate Subsidiary Guarantors") are organized under the laws of the state of Delaware.

        The indemnification provisions of the DGCL described in "Indemnification of Directors and Officers of PEI Holdings, Inc." above also relate to the directors and officers of the Delaware Corporate Subsidiary Guarantors.

        The bylaws of each Delaware Corporate Subsidiary Guarantor contain provisions that provide for indemnification of their respective officers and directors to the fullest extent permitted by the DGCL. In addition, the bylaws of each Delaware Corporate Subsidiary Guarantor permit the purchase and maintenance of insurance to protect directors and officers against any expense, liability or loss, whether or not the companies would have the power to indemnify such person against such expense, liability or loss under the DGCL or bylaws.

        Playboy maintains an insurance policy on behalf of itself and its subsidiaries, including the Delaware Corporate Subsidiary Guarantors, and on behalf of the directors and officers thereof, covering certain liabilities which may arise as a result of the actions of such directors and officers.

        The certificates of incorporation of each Delaware Corporate Subsidiary Guarantor, other than Spice Direct, Inc., Playboy Gaming International, Ltd., Lifestyle Brands, Ltd., Lake Shore Press, Inc., Playboy Clubs International, Inc., Playboy of Sussex, Inc., Playboy Club of Hollywood, Inc., Special Editions, Ltd. and Playboy Properties, Inc., contain provisions eliminating a director's personal liability for monetary damages to the Subsidiary Guarantor and its stockholders for breaches of fiduciary duty as a director, except in circumstances involving a breach of a director's duty of loyalty to the Subsidiary Guarantor or its stockholders, acts or omissions not in good faith or which involve intentional misconduct or knowing violations of the law, the unlawful payment of dividends or repurchase of stock or self-dealing.

Delaware Limited Liability Company Subsidiary Guarantors

        Playboy TV International, LLC, Claridge Organization LLC, Chelsea Court Holdings LLC and Candlelight Management LLC (collectively, the "Delaware LLC Guarantors") are limited liability companies organized under the laws of the state of Delaware.

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        Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

        Article 13 of the operating agreement of Playboy TV International, LLC ("PTVI") provides that PTVI shall, to the fullest extent permitted by applicable law, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a member, manager, officer, employee or agent of PTVI or that, being or having been such a member, manager, officer employee or agent, such person is or was serving at the request of PTVI as a manager, director, officer, employee or other agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise.

        Article 13 of the operating agreement of PTVI also provides that PTVI shall have the power to purchase and maintain insurance to protect itself and any director, officer, employee or agent of PTVI or other corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not PTVI would have the power to indemnify such persons against such expense, liability or loss under its operating agreement.

        Article 4 of the certificate of formation of each of Claridge Organization LLC, Chelsea Court Holdings LLC and Candlelight Management LLC provides that the debts, obligations and liabilities of such company, whether arising in tort, contract or otherwise, shall be solely the debts, obligations and liabilities of the company, and no Member (as such term is defined in the applicable limited liability company agreement) or member of the board or directors of the company shall be obligated personally for any such debt, obligation or liability of the company solely by reason of being a member or acting as a member of the board of directors of the company. Such Article 4 provides further that a member of the board of directors of such company shall, to the maximum extent permitted by the laws of Delaware, have no personal liability to the company or its Member for monetary damages for breach of fiduciary duty as a member of the company's board of directors, provided that such provision shall not eliminate or reduce the liability of a member of the company's board of directors in any case where such elimination or reduction is not permitted by law.

        Playboy maintains an insurance policy on behalf of itself and its subsidiaries, including the Delaware LLC Guarantors, and on behalf of the directors and officers thereof, covering certain liabilities which may arise as a result of the actions of such directors and officers.

California Subsidiary Guarantors

        MH Pictures, Inc., AL Entertainment, Inc., Mystique Films, Inc., Precious Films, Inc. and Women Productions, Inc. (collectively, the "California Subsidiary Guarantors") are organized under the laws of the state of California.

        Section 317 of the California Corporations Code (the "CCC") empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that he or she is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation, and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. For purposes of such Section 317, the term "agent" includes any person who is or was a director, officer, employee or other agent of the corporation or who is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise.

        In the case of an action by or in the right of the corporation, Section 317 of the CCC provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a

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party to any threatened, pending or completed action by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders.

        Section 317 of the CCC further provides no indemnification shall be made under the CCC for any of the following: (1) in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation in the performance of that person's duty to the corporation and its shareholders, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determined; (2) of amounts paid in settling or otherwise disposing of a pending action without court approval; or (3) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

        Section 317 of the CCC also permits the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in that capacity or arising out of the agent's status as such.

        Except for the articles of incorporation of MH Pictures, Inc., which authorize MH Pictures, Inc. to indemnify its agents for breach of duty pursuant to by-law provisions or agreements with the agents, the articles and bylaws of the California Subsidiary Guarantors do not provide for indemnification of their respective officers and directors.

        Playboy maintains an insurance policy on behalf of itself and its subsidiaries, including the California Subsidiary Guarantors, and on behalf of the directors and officers thereof, covering certain liabilities which may arise as a result of the actions of such directors and officers.

        Under Section 204 of the CCC, a corporation may include in its articles of incorporation a provision eliminating or limiting the personal liability of a director for monetary damages in an action by or in the right of the corporation for breach of a director's duties to the corporation and its shareholders, provided, however, that such a provision may not eliminate or limit the liability of directors in circumstances involving: (1) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law; (2) acts or omissions that a director believes to be contrary to the best interests of the corporation and its shareholders or that involve the absence of good faith on the part of the director; (3) any transaction from which a director derived an improper personal benefit; (4) acts or omissions that show a reckless disregard for the director's duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the corporation or its shareholders; (5) acts or omissions that constitute an unexcused pattern of inattention that amounts to the abdication of the director's duty to the corporation; or (6) liability arising under Sections 310 and 316 of the CCC.

        The articles of incorporation of MH Pictures, Inc. expressly eliminate, to the fullest extent permissible under California law, the personal liability of directors for monetary damages. The articles of incorporation of AL Entertainment, Inc., Mystique Films, Inc., Precious Films, Inc. and Women Productions, Inc. do not expressly eliminate or limit the personal liability of directors for monetary damages.

Illinois Subsidiary Guarantors

        Itasca Holdings, Inc., Playboy Preferred, Inc., Playboy Models, Inc. and Indigo Entertainment, Inc. (collectively, the "Illinois Subsidiary Guarantors") are organized under the laws of the state of Illinois.

        Section 8.75 of the Illinois Business Corporation Act of 1983 (the "IBCA") empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal administrative or investigative (other than in certain actions by or in the right of the corporation) by reason of the fact that he or she is or was a director,

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officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

        In the case of an action by or in the right of the corporation, Section 8.75 of the IBCA provides that no indemnification shall be made in respect to any claim, issue or matter as to which this person shall have been adjudged to be liable to the corporation, unless, and only to the extent that the court in which the action or suit is or was pending shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deemed proper.

        Section 8.75 of the IBCA also permits the purchase and maintenance of insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability under the IBCA.

        The bylaws of each Illinois Subsidiary Guarantor provide for indemnification of the officers and directors of the Subsidiary Guarantor to the fullest extent permitted by the IBCA. In addition, the bylaws of each Illinois Subsidiary Guarantor permit the purchase and maintenance of insurance to protect directors and officers against any expense, liability or loss, whether or not the Subsidiary Guarantor would have the power to indemnify such person against such expense, liability or loss under the IBCA or bylaws.

        Playboy maintains an insurance policy on behalf of itself and its subsidiaries, including the Illinois Subsidiary Guarantors, and on behalf of the directors and officers thereof, covering certain liabilities which may arise as a result of the actions of such directors and officers.

        Under Section 2.10 of the IBCA, a corporation may relieve a director from personal liability to such corporation or its shareholders for monetary damages for breach of fiduciary duty as a directors, except in circumstances involving: (1) any breach of the director's duty of loyalty to the corporation or its shareholders; (2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (3) liability arising under Section 8.65 of the IBCA; or (4) any transaction from which the director derived an improper personal benefit.

        The articles of incorporation and bylaws of the Illinois Subsidiary Guarantors do not expressly eliminate or limit the personal liability of directors for monetary damages arising from any breach of duty as directors.

New York Subsidiary Guarantors

        Spice Networks, Inc. and Playboy Club of New York, Inc. (collectively, the "New York Subsidiary Guarantors") are organized under the laws of the state of New York.

        Section 722(a) of the New York Business Corporation Law (the "NYBCL") provides that a corporation may indemnify any person made, or threatened to be made, a party to any action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, including an action by or in the right of any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the corporation served in any capacity at the request of the corporation, by reason of the fact that he, his testator or intestate, was a director or officer of the corporation, or served such other corporation, partnership, joint venture, trust, employee

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benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such director or officer acted in good faith for a purpose which he reasonably believed to be in, or, in the case of service for any other corporation or partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interests of the corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

        Section 722(c) of the NYBCL provides that a corporation may indemnify its directors and officers in relation to an action by or in the right of the corporation to procure a judgment in its favor in similar circumstances to those described in Section 722(a) against amounts paid in settlement and reasonable expenses, including attorney's fees, actually and necessarily incurred by him or her in connection with the defense or settlement of such action, except that no indemnification shall be made in respect of a threatened action, or a pending action which is settled or otherwise disposed of, or any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the settlement amount and expenses as the court deems proper.

        Section 721 of the NYBCL provides that, in addition to indemnification provided in Article 7 of the NYBCL, a corporation may indemnify a director or officer by a provision contained in the certificate of incorporation or bylaws or by a duly authorized resolution of its shareholders or directors or by agreement, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action, or that such director or officer personally gained in fact a financial profit or other advantage to which he was not entitled.

        Section 726 of the NYBCL permits, and the bylaws of the New York Subsidiary Guarantors authorize, the purchase and maintenance of insurance to indemnify (1) the corporation for any obligation which it incurs as a result of the indemnification of directors and officers under sections outlined above, (2) directors and officers in instances in which they may be indemnified by the corporation under such sections, and (3) directors and officers in instances in which they may not otherwise be indemnified by the corporation under such sections, provided the contract of insurance covering such directors and officers provides, in a manner acceptable to the New York superintendent of insurances, for a retention amount and for co-insurance.

        The bylaws of each New York Subsidiary Guarantor contain provisions that provide for indemnification of its officers and directors to the fullest extent permitted by the NYBCL. The New York Subsidiary Guarantors are also each authorized under their respective bylaws and the NYBCL to advance expenses incurred in defending a civil or criminal action or proceeding to a director or officer upon receipt of an undertaking by him to repay such expenses if it is ultimately determined that he is not entitled to indemnification.

        Playboy maintains an insurance policy on behalf of itself and its subsidiaries, including the New York Subsidiary Guarantors, and on behalf of the directors and officers thereof, covering certain liabilities which may arise as a result of the actions of such directors and officers.

        Section 402(b) of the NYBCL provides that a corporation's certificate of incorporation may include a provision eliminating or limiting the personal liability of its directors to the corporation or its shareholders for damages for any breach of duty in such capacity, except in circumstances involving acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, self-dealing, liability arising under Section 7.19 of the NYBCL or acts or omissions that occurred prior to the adoption of a provision authorized by Section 402(b).

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        The certificates of incorporation of the New York Subsidiary Guarantors do not contain provisions eliminating or limiting the personal liability of directors to the companies or stockholders.

Nevada Subsidiary Guarantors

        Spice Productions, Inc. and Playboy Gaming Nevada, Inc. (collectively, the "Nevada Subsidiary Guarantors") are organized under the laws of the state of Nevada. With respect to the following disclosure concerning the Nevada Subsidiary Guarantors, "NRS" stands for "Nevada Revised Statutes." The term "Chapter 78" refers to Chapter 78 of the NRS.

        NRS Section 78.7502 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than in certain actions by or in the right of the corporation as described below, by reason of the fact that he or she is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by this person in connection with the action, suit or proceeding if he: (1) is not liable pursuant to NRS Section 78.138; or (2) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

        In the case of an action by or in the right of the corporation, NRS Section 78.7502 further provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by reason of the fact that he or she is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including amounts paid in settlement and attorney's fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (1) is not liable pursuant to NRS Section 78.138; or (2) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

        In addition, NRS Section 78.752 authorizes a corporation to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him or her against such liability and expenses.

        The articles of incorporation of Spice Productions, Inc. and the bylaws of each Nevada Subsidiary Guarantor contain provisions that provide for indemnification of officers and directors of the Subsidiary Guarantor to the fullest extent permitted by Chapter 78. In addition, the bylaws of each Nevada Subsidiary Guarantor permit the purchase and maintenance of insurance to protect directors and officers against any expense, liability or loss, whether or not such Subsidiary Guarantor would have the power to indemnify such person against such expense, liability or loss under Chapter 78.

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        Playboy maintains an insurance policy on behalf of itself and its subsidiaries, including the Nevada Subsidiary Guarantors, and on behalf of the directors and officers thereof, covering certain liabilities which may arise as a result of the actions of such directors and officers.

        In accordance with NRS Section 78.037, Article Eighth of the articles of incorporation of Spice Productions, Inc. eliminates the personal liability of the directors of the company to the fullest extent permitted by Chapter 78. The articles of incorporation of Playboy Gaming Nevada, Inc. do not contain a provision eliminating or limiting the personal liability of directors of the company.

Wisconsin Subsidiary Guarantor

        Playboy of Lyons, Inc. ("Playboy of Lyons") is organized under the laws of the state of Wisconsin.

        Under Section 180.0851 of the Wisconsin business corporation law ("WBCL"), directors and officers of Playboy of Lyons are entitled to mandatory indemnification from Playboy of Lyons against certain liabilities and expenses (a) to the extent such officers or directors are successful in the defense of a proceeding; and (b) in proceedings in which the director or officer is not successful in defense thereof, unless it is determined that the director or officer breached or failed to perform his or her duties to Playboy of Lyons and such breach or failure constituted: (1) a willful failure to deal fairly with Playboy of Lyons or its stockholders in connection with a matter in which the director or officer had a material conflict of interest; (2) a violation of criminal law unless the director or officer had a reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (3) a transaction from which the director or officer derived an improper personal profit; or (4) willful misconduct.

        Pursuant to Section 180.0859 of the WBCL, it is the public policy of the state of Wisconsin to require or permit indemnification, allowance of expenses and insurance for any liability incurred in connection with a proceeding involving securities regulation to the extent required or permitted under other applicable sections of the WBCL.

        The bylaws of Playboy of Lyons provide for indemnification and advancement of expenses of officers and directors to the fullest extent provided by the WBCL. In addition, the bylaws of Playboy of Lyons permit the purchase and maintenance of insurance to protect directors and officers against any expense, liability or loss, whether or not Playboy of Lyons would have the power to indemnify such person against such expense, liability or loss under the WBCL.

        Additionally, under Section 180.0828 of the WBCL, directors of Playboy of Lyons are not subject to personal liability to Playboy of Lyons or its shareholders, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director unless the person asserting the liability proves that the breach of failure involved: (1) a willful failure to deal fairly with Playboy of Lyons or its stockholders in connection with a matter in which the director or officer had a material conflict of interest; (2) a violation of criminal law unless the director or officer had a reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (3) a transaction from which the director or officer derived an improper personal profit; or (4) willful misconduct.

        Section 180.0857 of the WBCL provides that a corporation may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the corporation against liability asserted against or incurred by the individual in his or her capacity as an employee, agent, director or officer or arising from his or her status as an employee, agent director or officer, regardless of whether the corporation is required or authorized to indemnify or allow expenses to the individual under the WBCL.

        Playboy maintains an insurance policy on behalf of itself and its subsidiaries, including Playboy of Lyons, and on behalf of the directors and officers thereof, covering certain liabilities which may arise as a result of the actions of such directors and officers.

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Florida Subsidiary Guarantor

        Telecom International, Inc. ("Telecom") is organized under the laws of the state of Florida.

        Section 607.0850 of the Florida Business Corporation Act ("FBCA") empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that he or she is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

        In the case of an action by or in the right of the corporation, Section 607.0850 of the FBCA provides that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other competent jurisdiction, shall determine that, despite the adjudication of liability but in view of all of the circumstances of the case, this person is fairly and reasonably entitled to indemnity for those expenses which the court shall deemed proper.

        Additionally, under Section 607.0850, a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of this section.

        Article Ninth of the articles of incorporation and Article VII of the bylaws of Telecom provide for indemnification and advancement of expenses of officers and directors to the fullest extent provided by the FBCA. In addition, the bylaws of Telecom permit the purchase and maintenance of insurance to protect directors and officers against any expense, liability or loss, whether or not the companies would have the power to indemnify such person against such expense, liability or loss under the FBCA.

        Pursuant to Section 607.0831 of the FBCA, a director is not personally liable for monetary damages to the corporation for any statement, vote, decision, or failure to act, regarding corporate management or policy, by a director, unless the director breached or failed to perform his or her duties as a director and such breach or failure constitutes: (1) a violation of criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (2) self-dealing; (3) liability arising under Section 607.0834 of the FBCA; (4) in a proceeding by or in the right of the corporation or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful misconduct; and (5) in a proceeding by or in the right of someone other than the corporation or shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard for human rights, safety, or property.

        Playboy maintains an insurance policy on behalf of itself and its subsidiaries, including Telecom, and on behalf of the directors and officers thereof, covering certain liabilities which may arise as a result of the actions of such directors and officers.

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ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

Exhibits.

Exhibit Number		Description
2.1#	Asset Purchase Agreement, dated as of June 29, 2001, by and among Playboy Enterprises, Inc., Califa Entertainment Group, Inc., V.O.D., Inc., Steven Hirsch, Dewi James and William Asher (incorporated by reference to Exhibit 2.1 from Playboy's Current Report on Form 8-K dated July 6, 2001).
3.1	Certificate of Incorporation of Playboy Enterprises, Inc. (incorporated by reference to Exhibit 3 from Playboy's quarterly report on Form 10-Q for the quarter ended March 31, 2003 (the "March 31, 2003 Form 10-Q") ).
3.2	Bylaws of Playboy Enterprises, Inc. (incorporated by reference to Exhibit 3.4 from the March 15, 1999 Form 8-K).
3.3	Certificate of Incorporation of PEI Holdings, Inc.
3.4	Bylaws of PEI Holdings, Inc.
3.5	Certificate of Formation of Candlelight Management LLC.
3.6	Operating Agreement of Candlelight Management LLC.
3.7	Certificate of Incorporation of Spice Entertainment, Inc.
3.8	Bylaws of Spice Entertainment, Inc.
3.9	Certificate of Incorporation of CPV Productions, Inc.
3.10	Bylaws of CPV Productions, Inc.
3.11	Certificate of Incorporation of Cyberspice, Inc.
3.12	Bylaws of Cyberspice, Inc.
3.13	Articles of Incorporation of MH Pictures, Inc.
3.14	Bylaws of MH Pictures, Inc.
3.15	Certificate of Incorporation of Planet Spice, Inc.
3.16	Bylaws of Planet Spice, Inc.
3.17	Certificate of Incorporation of Spice Direct, Inc.
3.18	Bylaws of Spice Direct, Inc.
3.19	Certificate of Incorporation of Spice International, Inc.
3.20	Bylaws of Spice International, Inc.
3.21	Certificate of Incorporation of Spice Networks, Inc.
3.22	Bylaws of Spice Networks, Inc.
3.23	Articles of Incorporation of Spice Productions, Inc.
3.24	Bylaws of Spice Productions, Inc.
3.25	Certificate of Incorporation of Playboy Enterprises International, Inc.

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3.26	Bylaws of Playboy Enterprises International, Inc.
3.27	Certificate of Incorporation of Alta Loma Entertainment, Inc.
3.28	Bylaws of Alta Loma Entertainment, Inc.
3.29	Articles of Incorporation of Itasca Holdings, Inc.
3.30	Bylaws of Itasca Holdings, Inc.
3.31	Certificate of Incorporation of Planet Playboy, Inc.
3.32	Bylaws of Planet Playboy, Inc.
3.33	Articles of Incorporation of Playboy Gaming Nevada, Inc.
3.34	Bylaws of Playboy Gaming Nevada, Inc.
3.35	Certificate of Incorporation of Playboy Japan, Inc.
3.36	Bylaws of Playboy Japan, Inc.
3.37	Certificate of Incorporation of Playboy Gaming International, Ltd.
3.38	Bylaws of Playboy Gaming International, Ltd.
3.39	Certificate of Incorporation of Playboy Cruise Gaming, Inc.
3.40	Bylaws of Playboy Cruise Gaming, Inc.
3.41	Certificate of Incorporation of Playboy Gaming UK, Ltd.
3.42	Bylaws of Playboy Gaming UK, Ltd.
3.43	Certificate of Incorporation of Lifestyle Brands, Ltd.
3.44	Bylaws of Lifestyle Brands, Ltd.
3.45	Certificate of Incorporation of Lake Shore Press, Inc.
3.46	Bylaws of Lake Shore Press, Inc.
3.47	Certificate of Incorporation of Playboy Clubs International, Inc.
3.48	Bylaws of Playboy Clubs International, Inc.
3.49	Articles of Incorporation of Playboy Preferred, Inc.
3.50	Bylaws of Playboy Preferred, Inc.
3.51	Certificate of Incorporation of Playboy of Sussex, Inc.
3.52	Bylaws of Playboy of Sussex, Inc.
3.53	Articles of Incorporation of Playboy of Lyons, Inc.
3.54	Bylaws of Playboy of Lyons, Inc.
3.55	Certificate of Incorporation of Playboy Club of Hollywood, Inc.
3.56	Bylaws of Playboy Club of Hollywood, Inc.
3.57	Certificate of Incorporation of Playboy Club of New York, Inc.
3.58	Bylaws of Playboy Club of New York, Inc.

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3.59	Certificate of Incorporation of Special Editions, Ltd.
3.60	Bylaws of Special Editions, Ltd.
3.61	Articles of Incorporation of Telecom International, Inc.
3.62	Bylaws of Telecom International, Inc.
3.63	Certificate of Incorporation of Spice Platinum Entertainment, Inc.
3.64	Bylaws of Spice Platinum Entertainment, Inc.
3.65	Certificate of Incorporation of Spice Hot Entertainment, Inc.
3.66	Bylaws of Spice Hot Entertainment, Inc.
3.67	Articles of Incorporation of Playboy Models, Inc.
3.68	Bylaws of Playboy Models, Inc.
3.69	Certificate of Incorporation of Playboy Properties, Inc.
3.70	Bylaws of Playboy Properties, Inc.
3.71	Certificate of Incorporation of Playboy Shows, Inc.
3.72	Bylaws of Playboy Shows, Inc.
3.73	Certificate of Incorporation of Steelton, Inc.
3.74	Bylaws of Steelton, Inc.
3.75	Certificate of Incorporation of Playboy Entertainment Group, Inc.
3.76	Bylaws of Playboy Entertainment Group, Inc.
3.77	Certificate of Incorporation of Adultvision Communications, Inc.
3.78	Bylaws of Adultvision Communications, Inc.
3.79	Certificate of Incorporation of After Dark Video, Inc.
3.80	Bylaws of After Dark Video, Inc.
3.81	Certificate of Incorporation of Alta Loma Distribution, Inc.
3.82	Bylaws of Alta Loma Distribution, Inc.
3.83	Articles of Incorporation of AL Entertainment, Inc.
3.84	Bylaws of AL Entertainment, Inc.
3.85	Certificate of Incorporation of Impulse Productions, Inc.
3.86	Bylaws of Impulse Productions, Inc.
3.87	Articles of Incorporation of Indigo Entertainment, Inc.
3.88	Bylaws of Indigo Entertainment, Inc.
3.89	Articles of Incorporation of Mystique Films, Inc.
3.90	Bylaws of Mystique Films, Inc.
3.91	Articles of Incorporation of Precious Films, Inc.

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3.92	Bylaws of Precious Films, Inc.
3.93	Articles of Incorporation of Women Productions, Inc.
3.94	Bylaws of Women Productions, Inc.
3.95	Certificate of Formation of Playboy TV International, LLC.
3.96*	Operating Agreement of Playboy TV International, LLC.
3.97	Certificate of Formation of Claridge Organization LLC.
3.98	Operating Agreement of Claridge Organization LLC.
3.99	Certificate of Formation of Chelsea Court Holdings LLC.
3.100	Operating Agreement of Chelsea Court Holdings LLC.
4.1	11% Senior Secured Notes due 2010
	a	Indenture, dated as of March 11, 2003 (the "Indenture"), between PEI Holdings, Inc., the Guarantors party thereto and Bank One, N.A., as Trustee (incorporated by reference to Exhibit 4.1(a) from Playboy's annual report on Form 10-K for the year ended December 31, 2002 (the "2002 Form 10-K")).
	b	Form of 11% Senior Secured Note due 2010 (included in Exhibit 4.1(a))
	c	Pledge Agreement, dated as of March 11, 2003, between PEI Holdings, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(c) from the 2002 Form 10-K).
	d	Pledge Agreement, dated as of March 11, 2003, among Chelsea Court Holdings LLC, as the limited partner in 1945/1947 Cedar River C.V., Candlelight Management LLC, as the general partner in 1945/1947 Cedar River C.V., and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(d) from the 2002 Form 10-K).
	e	Pledge Agreement, dated as of March 11, 2003, between Claridge Organization LLC and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(e) from the 2002 Form 10-K).
	f	Pledge Agreement, dated as of March 11, 2003, between Playboy Clubs International, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(f) from the 2002 Form 10-K).
	g	Pledge Agreement, dated as of March 11, 2003, between CPV Productions, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(g) from the 2002 Form 10-K).
	h	Pledge Agreement, dated as of March 11, 2003, between Playboy Entertainment Group, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(h) from the 2002 Form 10-K).
	i	Pledge Agreement, dated as of March 11, 2003, between Playboy Gaming International, Ltd. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(i) from the 2002 Form 10-K).
	j	Pledge Agreement, dated as of March 11, 2003, between Playboy Entertainment Group, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(j) from the 2002 Form 10-K).

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k	Pledge Agreement, dated as of March 11, 2003, between Playboy Enterprises, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(k) from the 2002 Form 10-K).
l	Pledge Agreement, dated as of March 11, 2003, between Playboy Enterprises International, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(l) from the 2002 Form 10-K).
m	Pledge Agreement, dated as of March 11, 2003, between Planet Playboy, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(m) from the 2002 Form 10-K).
n	Pledge Agreement, dated as of March 11, 2003, between Spice Entertainment, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(n) from the 2002 Form 10-K).
o	Pledge Agreement, dated as of March 11, 2003, between Playboy TV International, LLC and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(o) from the 2002 Form 10-K).
p	Pledge Agreement, dated as of March 11, 2003, between Playboy TV International, LLC and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(p) from the 2002 Form 10-K).
q	Security Agreement, dated as of March 11, 2003, between PEI Holdings, Inc. and Bank One, N.A., in its capacity as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(q) from the 2002 Form 10-K).
r	Security Agreement, dated as of March 11, 2003, among Playboy Enterprises, Inc. and each of the domestic subsidiaries of PEI Holdings, Inc. set forth on the signature pages thereto and Bank One, N.A., in its capacity as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(r) from the 2002 Form 10-K).
s	Trademark Security Agreement, dated as of March 11, 2003, by Adultvision Communications, Inc., Alta Loma Entertainment, Inc., Lifestyle Brands, Ltd., Playboy Entertainment Group, Inc., Spice Entertainment, Inc., Playboy Enterprises International, Inc. and Spice Hot Entertainment, Inc. in favor of Bank One, N.A., in its capacity as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(s) from the 2002 Form 10-K).
t	Copyright Security Agreement. dated as of March 11, 2003, by After Dark Video, Inc., Alta Loma Distribution, Inc., Alta Loma Entertainment, Inc., Impulse Productions, Inc., Indigo Entertainment, Inc., MH Pictures, Inc., Mystique Films, Inc., Playboy Entertainment Group, Inc., Precious Films, Inc. and Women Productions, Inc. in favor of Bank One, N.A., in its capacity as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(t) from the 2002 Form 10-K).
u	Lease Subordination Agreement, dated as of March 11, 2003, by and among Hugh M. Hefner, Playboy Enterprises International, Inc. and Bank One, N.A., as Trustee for various noteholders (incorporated by reference to Exhibit 4.1(u) from the 2002 Form 10-K).
v	Second Priority Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, dated as of March 11, 2003, made and executed by Playboy Enterprises International, Inc. in favor of Fidelity National Title Insurance Company for the benefit of Bank One, N.A., as Trustee pursuant to the Indenture (incorporated by reference to Exhibit 4.1(v) from the 2002 Form 10-K).

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	w	Intercreditor Agreement, dated as of March 11, 2003, between Bank of America, N.A., as agent, and Bank One, N.A., as trustee (incorporated by reference to Exhibit 4.1(w) from the 2002 Form 10-K).
	x	Registration Rights Agreement, dated as of March 11, 2003, by and among PEI Holdings, Inc., Playboy Enterprises, Inc., the subsidiary guarantors listed on the signature pages thereof and Banc of America Securities LLC and Lazard Frères & Co. LLC (incorporated by reference to Exhibit 4.1(x) from the 2002 Form 10-K).
4.2	Certificate of Designations, Powers, Preferences and Rights of Series A Convertible Preferred Stock of Playboy Enterprises, Inc. (incorporated by reference to Exhibit 4 from the March 31, 2003 Form 10-Q).
4.3	Exchange Agreement, dated as of March 11, 2003, among Hugh M. Hefner, Playboy.com, Inc., PEI Holdings, Inc. and Playboy Enterprises, Inc. (incorporated by reference to Exhibit 4.2 from the 2002 Form 10-K).
4.4	Credit Agreement, dated as of March 11, 2003, among PEI Holdings, Inc., each lender from time to time party thereto and Bank of America, N.A., as Agent (see Exhibit 10.9).
5.1*	Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois).
10.1	Playboy Magazine Printing and Binding Agreement.
	& a	October 22, 1997 Agreement between Playboy Enterprises, Inc. and Quad/Graphics, Inc. (incorporated by reference to Exhibit 10.4 from Playboy's transition period report on Form 10-K for the six months ended December 31, 1997 (the "Transition Period Form 10-K")).
	# b	Amendment to October 22, 1997 Agreement dated as of March 3, 2000 (incorporated by reference to Exhibit 10.1 from Playboy's quarterly report on Form 10-Q for the quarter ended March 31, 2000).
10.2	Playboy Magazine Distribution Agreement dated as of July 2, 1999 between Playboy Enterprises, Inc. and Warner Publisher Services, Inc. (incorporated by reference to Exhibit 10.4 from Playboy's quarterly report on Form 10-Q for the quarter ended September 30, 1999).
10.3	Playboy Magazine Subscription Fulfillment Agreement
	a	July 1, 1987 Agreement between Communication Data Services, Inc. and Playboy Enterprises, Inc. (incorporated by reference to Exhibit 10.12(a) from Playboy's annual report on Form 10-K for the year ended June 30, 1992 (the "1992 Form 10-K")).
	b	Amendment dated as of June 1, 1988 to said Fulfillment Agreement (incorporated by reference to Exhibit 10.12(b) from Playboy's annual report on Form 10-K for the year ended June 30, 1993 (the "1993 Form 10-K")).
	c	Amendment dated as of July 1, 1990 to said Fulfillment Agreement (incorporated by reference to Exhibit 10.12(c) from Playboy's annual report on Form 10-K for the year ended June 30, 1991 (the "1991 Form 10-K")).
	d	Amendment dated as of July 1, 1996 to said Fulfillment Agreement (incorporated by reference to Exhibit 10.5(d) from Playboy's annual report on Form 10-K for the year ended June 30, 1996 (the "1996 Form 10-K")).
	# e	Amendment dated as of July 7, 1997 to said Fulfillment Agreement (incorporated by reference to Exhibit 10.6(e) from Playboy's Transition Period Form 10-K).

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	# f	Amendment dated as of July 1, 2001 to said Fulfillment Agreement (incorporated by reference to Exhibit 10.1 from Playboy's quarterly report on Form 10-Q for the quarter ended September 30, 2001 (the "September 30, 2001 Form 10-Q")).
10.4	Transponder Service Agreements.
	a	SKYNET Transponder Service Agreement dated March 1, 2001 between Playboy Entertainment Group, Inc. and LORAL SKYNET (incorporated by reference to Exhibit 10.1 from Playboy's quarterly report on Form 10-Q for the quarter ended March 31, 2001).
	b	SKYNET Transponder Service Agreement dated February 8, 1999 by and between Califa Entertainment Group, Inc. and LORAL SKYNET.
	c	Transfer of Service Agreement dated February 22, 2002 between Califa Entertainment Group, LORAL SKYNET and Spice Hot Entertainment, Inc.
	d	Amendment One to the Transponder Service Agreement between Spice Hot Entertainment, Inc. and LORAL SKYNET dated February 28, 2002.
	(items (b), (c) and (d) incorporated by reference to Exhibits 10.4(b), (c) and (d), respectively, from Playboy's annual report on Form 10-K for the year ended December 31, 2001 (the "2001 Form 10-K"))
	e	Transponder Service Agreement dated August 12, 1999 between British Sky Broadcasting Limited and The Home Video Channel Limited (incorporated by reference to Exhibit 10.4(e) from the 2002 Form 10-K).
10.5#	Playboy TV — Latin America, LLC Agreements.
	a	Second Amended and Restated Operating Agreement for Playboy TV — Latin America, LLC, effective as of April 1, 2002, by and between Playboy Entertainment Group, Inc. and Lifford International Co. Ltd. (BVI).
	b	Playboy TV — Latin America Program Supply and Trademark License Agreement, dated as of December 23, 2002 and effective as of April 1, 2002, by and between Playboy Entertainment Group, Inc. and Playboy TV — Latin America, LLC.
	(items (a) and (b) incorporated by reference to Exhibits 10.1 and 10.2, respectively, from Playboy's Current Report on Form 8-K dated December 23, 2002 (the "December 23, 2002 Form 8-K"))
10.6	Transfer Agreement, dated as of December 23, 2002, by and among Playboy Enterprises, Inc., Playboy Entertainment Group, Inc., Playboy Enterprises International, Inc., Claxson Interactive Group Inc., Carlyle Investments LLC (in its own right and as a successor in interest to Victoria Springs Investments Ltd.), Carlton Investments LLC (in its own right and as a successor in interest to Victoria Springs Investments Ltd.), Lifford International Co. Ltd. (BVI) and Playboy TV International, LLC. (incorporated by reference to Exhibit 2.1 from the December 23, 2002 Form 8-K).
10.7#	Amended and Restated Affiliation and License Agreement dated May 17, 2002 between DirecTV, Inc. and Playboy Entertainment Group, Inc., Spice Entertainment, Inc., Spice Hot Entertainment, Inc. and Spice Platinum Entertainment, Inc. regarding DBS Satellite Exhibition of Programming (incorporated by reference to Exhibit 10.1 from the June 30, 2002 Form 10-Q).
10.8	Fulfillment and Customer Service Services Agreement dated October 2, 2000 between Infinity Resources, Inc. and Playboy.com, Inc. (incorporated by reference to Exhibit 10.13 from Playboy's annual report on Form 10-K for the year ended December 31, 2000 (the "2000 Form 10-K")).

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10.9	Credit Agreement, dated as of March 11, 2003 (the "Credit Agreement"), among PEI Holdings, Inc., each lender from time to time party thereto and Bank of America, N.A., as Agent.
	a	Credit Agreement (incorporated by reference to Exhibit 10.9(a) from the 2002 Form 10-K).
	a-1	Master Corporate Guaranty, dated March 11, 2003 (incorporated by reference to Exhibit 10.9(a)-1 from the 2002 Form 10-K).
	b	Security Agreement, dated as of March 11, 2003, between PEI Holdings, Inc. and Bank of America, N.A., as Agent under the Credit Agreement (incorporated by reference to Exhibit 10.9(b) from the 2002 Form 10-K).
	c	Security Agreement, dated as of March 11, 2003, among Playboy Enterprises, Inc. and each of the domestic subsidiaries of PEI Holdings, Inc. set forth on the signature pages thereto and Bank of America, N.A., as Agent under the Credit Agreement (incorporated by reference to Exhibit 10.9(c) from the 2002 Form 10-K).
	d	Pledge Agreement, dated as of March 11, 2003, between PEI Holdings, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9 (d) from the 2002 Form 10-K).
	e	Pledge Agreement, dated as of March 11, 2003, among Chelsea Court Holdings LLC, as the limited partner in 1945/1947 Cedar River C.V., Candlelight Management LLC, as the general partner in 1945/1947 Cedar River C.V., and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(e) from the 2002 Form 10-K).
	f	Pledge Agreement, dated as of March 11, 2003, between Claridge Organization LLC and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(f) from the 2002 Form 10-K).
	g	Pledge Agreement, dated as of March 11, 2003, between Playboy Clubs International, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(g) from the 2002 Form 10-K).
	h	Pledge Agreement, dated as of March 11, 2003, between CPV Productions, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(h) from the 2002 Form 10-K).
	i	Pledge Agreement, dated as of March 11, 2003, between Playboy Entertainment Group, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(i) from the 2002 Form 10-K).
	j	Pledge Agreement, dated as of March 11, 2003, between Playboy Gaming International, Ltd. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(j) from the 2002 Form 10-K).

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k	Pledge Agreement, dated as of March 11, 2003, between Playboy Entertainment Group, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(k) from the 2002 Form 10-K).
l	Pledge Agreement, dated as of March 11, 2003, between Playboy Enterprises, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(l) from the 2002 Form 10-K).
m	Pledge Agreement, dated as of March 11, 2003, between Playboy Enterprises International, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(m) from the 2002 Form 10-K).
n	Pledge Agreement, dated as of March 11, 2003, between Planet Playboy, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(n) from the 2002 Form 10-K).
o	Pledge Agreement, dated as of March 11, 2003, between Spice Entertainment, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(o) from the 2002 Form 10-K).
p	Pledge Agreement, dated as of March 11, 2003, between Playboy TV International, LLC and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(p) from the 2002 Form 10-K).
q	Pledge Agreement, dated as of March 11, 2003, between Playboy TV International, LLC and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(q) from the 2002 Form 10-K).
r	Trademark Security Agreement, dated as of March 11, 2003, by Adultvision Communications, Inc., Alta Loma Entertainment, Inc., Lifestyle Brands, Ltd., Playboy Entertainment Group, Inc., Spice Entertainment, Inc., Playboy Enterprises International, Inc. and Spice Hot Entertainment, Inc. in favor of Bank of America, N.A., as Agent under the Credit Agreement (incorporated by reference to Exhibit 10.9(r) from the 2002 Form 10-K).
s	Copyright Security Agreement, dated March 11, 2003, by After Dark Video, Inc., Alta Loma Distribution, Inc., Alta Loma Entertainment, Inc., Impulse Productions, Inc., Indigo Entertainment, Inc., MH Pictures, Inc., Mystique Films, Inc., Playboy Entertainment Group, Inc., Precious Films, Inc. and Women Productions, Inc. in favor of Bank of America, N.A., as Agent under the Credit Agreement (incorporated by reference to Exhibit 10.9(s) from the 2002 Form 10-K).
t	Lease Subordination Agreement, dated as of March 11, 2003, by and among Hugh M. Hefner, Playboy Enterprises International, Inc. and Bank of America, N.A., as Agent for various lenders (incorporated by reference to Exhibit 10.9(t) from the 2002 Form 10-K).

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	u	Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, dated as of March 11, 2003, made and executed by Playboy Enterprises International, Inc. in favor of Fidelity National Title Insurance Company for the benefit of Bank of America, N.A., as agent for Lenders under the Credit Agreement (incorporated by reference to Exhibit 10.9(u) from the 2002 Form 10-K).
10.10	February 26, 1999 Credit Agreement.
	a	Credit Agreement, dated as of February 26, 1999, among New Playboy, Inc., PEI Holdings, Inc., the Lenders named in the February 26, 1999 Credit Agreement, ING (U.S.) Capital LLC, as Syndication Agent, and Credit Suisse First Boston, as Administrative Agent, as Collateral Agent and as Issuing Bank.
	b	Subsidiary Guarantee Agreement, dated as of March 15, 1999, among certain subsidiaries of Playboy Enterprises, Inc. and Credit Suisse First Boston, as Collateral Agent.
	c	Indemnity, Subrogation and Contribution Agreement, dated as of March 15, 1999, among Playboy Enterprises, Inc., PEI Holdings, Inc., certain other subsidiaries of Playboy Enterprises, Inc., and Credit Suisse First Boston, as Collateral Agent.
	d	Pledge Agreement, dated as of March 15, 1999, among Playboy Enterprises, Inc., PEI Holdings, Inc., certain other subsidiaries of Playboy Enterprises, Inc., and Credit Suisse First Boston, as Collateral Agent.
	e	Security Agreement, dated as of March 15, 1999, among Playboy Enterprises, Inc., PEI Holdings, Inc., certain other subsidiaries of Playboy Enterprises, Inc., and Credit Suisse First Boston, as Collateral Agent.
	(items (a) through (e) incorporated by reference to Exhibits 10.21(a) through (e), respectively, from Playboy's annual report on Form 10-K for the year ended December 31, 1998)
	f	First Amendment to February 26, 1999 Credit Agreement dated as of June 14, 1999.
	g	Second Amendment to February 26, 1999 Credit Agreement dated as of January 31, 2000.
	(items (f) and (g) incorporated by reference to Exhibits 10.18(f) and (g), respectively, from Playboy's annual report on Form 10-K for the year ended December 31, 1999)
	h	Third Amendment to February 26, 1999 Credit Agreement dated as of June 9, 2000 (incorporated by reference to Exhibit 10.1 from Playboy's quarterly report on Form 10-Q for the quarter ended June 30, 2000).
	i	Fourth Amendment to February 26, 1999 Credit Agreement dated as of June 1, 2001 (incorporated by reference to Exhibit 10.1 from Playboy's quarterly report on Form 10-Q for the quarter ended June 30, 2001).
	j	Fifth Amendment to February 26, 1999 Credit Agreement dated as of April 12, 2002 (incorporated by reference to Exhibit 10.1 from Playboy's quarterly report on Form 10-Q for the quarter ended March 31, 2002 (the "March 31, 2002 Form 10-Q")).
	k	Sixth Amendment to February 26, 1999 Credit Agreement dated as of October 15, 2002 (incorporated by reference to Exhibit 10.1 from Playboy's quarterly report on Form 10-Q for the quarter ended September 30, 2002 (the "September 30, 2002 From 10-Q")).
10.11	Exchange Agreement, dated as of March 11, 2003, among Hugh M. Hefner, Playboy.com, Inc., PEI Holdings, Inc. and Playboy Enterprises, Inc. (see Exhibit 4.2).

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10.12	Promissory Notes issued by Playboy.com, Inc. to Hugh M. Hefner.
	a	Promissory Note dated September 26, 2001 (incorporated by reference to Exhibit 10.2 from the September 30, 2001 Form 10-Q).
	b	First Amendment to September 26, 2001 Promissory Note dated July 1, 2002 (incorporated by reference to Exhibit 10.3 from the September 30, 2002 Form 10-Q).
	c	Promissory Note dated December 17, 2001.
	d	Agreement, dated December 17, 2001, by and between Playboy Enterprises, Inc. and Hugh M. Hefner relating to that certain Promissory Note, dated as of December 17, 2001.
	(items (c) and (d) incorporated by reference to Exhibits 10.1 and 10.2, respectively, from the Current Report on Form 8-K dated December 27, 2001)
	e	Promissory Note dated September 27, 2002 (incorporated by reference to Exhibit 10.2 from the September 30, 2002 Form 10-Q).
10.13	Playboy Mansion West Lease Agreement, as amended, between Playboy Enterprises, Inc. and Hugh M. Hefner.
	a	Letter of Interpretation of Lease.
	b	Agreement of Lease.
	(items (a) and (b) incorporated by reference to Exhibits 10.3(a) and (b), respectively, from the 1991 Form 10-K)
	c	Amendment to Lease Agreement dated as of January 12, 1998 (incorporated by reference to Exhibit 10.2 from Playboy's quarterly report on Form 10-Q for the quarter ended March 31, 1998 (the "March 31, 1998 Form 10-Q") ).
	d	Lease Subordination Agreement, dated as of March 11, 2003, by and among Hugh M. Hefner, Playboy Enterprises International, Inc. and Bank One, N.A., as Trustee for various noteholders (see Exhibit 4.1(u)).
	e	Lease Subordination Agreement, dated as of March 11, 2003, by and among Hugh M. Hefner, Playboy Enterprises International, Inc. and Bank of America, N.A., as Agent for various lenders (see Exhibit 10.9(t)).
10.14	Los Angeles Office Lease Documents.
	a	Agreement of Lease dated April 23, 2002 between Los Angeles Media Tech Center, LLC and Playboy Enterprises, Inc. (incorporated by reference to Exhibit 10.4 from the June 30, 2002 Form 10-Q).
	b	First Amendment to April 23, 2002 Lease dated June 28, 2002 (incorporated by reference to Exhibit 10.4 from the September 30, 2002 Form 10-Q).
10.15	Chicago Office Lease Documents.
	a	Office Lease dated April 7, 1988 by and between Playboy Enterprises, Inc. and LaSalle National Bank as Trustee under Trust No. 112912 (incorporated by reference to Exhibit 10.7(a) from the 1993 Form 10-K).
	b	First Amendment to April 7, 1988 Lease dated October 26, 1989 (incorporated by reference to Exhibit 10.15(b) from Playboy's annual report on Form 10-K for the year ended June 30, 1995 (the "1995 Form 10-K")).

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	c	Second Amendment to April 7, 1988 Lease dated June 1, 1992 (incorporated by reference to Exhibit 10.1 from Playboy's quarterly report on Form 10-Q for the quarter ended December 31, 1992).
	d	Third Amendment to April 7, 1988 Lease dated August 30, 1993 (incorporated by reference to Exhibit 10.15(d) from the 1995 Form 10-K).
	e	Fourth Amendment to April 7, 1988 Lease dated August 6, 1996 (incorporated by reference to Exhibit 10.20(e) from the 1996 Form 10-K).
	f	Fifth Amendment to April 7, 1988 Lease dated March 19, 1998 (incorporated by reference to Exhibit 10.3 from the March 31, 1998 Form 10-Q).
10.16	New York Office Lease Documents.
	a	Agreement of Lease dated August 11, 1992 between Playboy Enterprises, Inc. and Lexington Building Co. (incorporated by reference to Exhibit 10.9(b) from the 1992 Form 10-K).
	b	Agreement of Sublease between Playboy Enterprises International, Inc. and Concentra Managed Care Services, Inc. dated February 13, 2002 (incorporated by reference to Exhibit 10.3 from the March 31, 2002 Form 10-Q).
10.17	Los Angeles Studio Facility Lease Documents.
	a	Agreement of Lease dated September 20, 2001 between Kingston Andrita LLC and Playboy Entertainment Group, Inc. (incorporated by reference to Exhibit 10.3(a) from the September 30, 2001 Form 10-Q).
	b	First Amendment to September 20, 2001 Lease dated May 15, 2002 (incorporated by reference to Exhibit 10.3 from the June 30, 2002 Form 10-Q).
	c	Second Amendment to September 20, 2001 Lease dated July 23, 2002 (incorporated by reference to Exhibit 10.6 from the September 30, 2002 Form 10-Q).
	d	Third Amendment to September 20, 2001 Lease dated October 31, 2002 (incorporated by reference to Exhibit 10.17(d) from the 2002 Form 10-K).
	e	Fourth Amendment to September 20, 2001 Lease dated December 2, 2002 (incorporated by reference to Exhibit 10.17(e)) from the 2002 Form 10-K).
	f	Fifth Amendment to September 20, 2001 Lease dated December 31, 2002 (incorporated by reference to Exhibit 10.17(f) from the 2002 Form 10-K).
	g	Sixth Amendment to September 20, 2001 Lease dated January 31, 2003 (incorporated by reference to Exhibit 10.17(g) from the 2002 Form 10-K).
	h	Guaranty dated September 20, 2001 by Playboy Entertainment Group, Inc. in favor of Kingston Andrita LLC (incorporated by reference to Exhibit 10.3(c) from the September 30, 2001 Form 10-Q).
10.18	Itasca Warehouse Lease Documents.
	a	Agreement dated as of September 6, 1996 between Centerpoint Properties Corporation and Playboy Enterprises, Inc. (incorporated by reference to Exhibit 10.23 from the 1996 Form 10-K).

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	b	Amendment to September 6, 1996 Lease dated June 1, 1997 (incorporated by reference to Exhibit 10.25(b) from Playboy's annual report on Form 10-K for the year ended June 30, 1997 (the "1997 Form 10-K")).
	c	Real Estate Sublease Agreement dated October 2, 2000 between Playboy Enterprises, Inc. and Infinity Resources, Inc. (incorporated by reference to Exhibit 10.20(c) from the 2000 Form 10-K).
10.19	Selected Company Remunerative Plans.
	a	Executive Protection Program dated March 1, 1990 (incorporated by reference to Exhibit 10.18(c) from the 1995 Form 10-K).
	b	Amended and Restated Deferred Compensation Plan for Employees effective January 1, 1998.
	c	Amended and Restated Deferred Compensation Plan for Board of Directors' effective January 1, 1998.
	(items (b) and (c) incorporated by reference to Exhibits 10.2(a) and (b), respectively, from our quarterly report on Form 10-Q for the quarter ended June 30, 1998)
10.20	1989 Option Plan.
	a	Playboy Enterprises, Inc. 1989 Stock Option Plan, as amended, For Key Employees (incorporated by reference to Exhibit 10.4(mm) from the 1991 Form 10-K).
	b	Playboy Enterprises, Inc. 1989 Stock Option Agreement.
	c	Letter dated July 18, 1990 pursuant to the June 7, 1990 recapitalization regarding adjustment of options.
	(items (b) and (c) incorporated by reference to Exhibits 10.19(c) and (d), respectively, from the 1995 Form 10-K)
	d	Consent and Amendment regarding the 1989 Option Plan (incorporated by reference to Exhibit 10.4(aa) from the 1991 Form 10-K).
10.21	1991 Directors' Plan.
	a	Playboy Enterprises, Inc. 1991 NonQualified Stock Option Plan for NonEmployee Directors, as amended.
	b	Playboy Enterprises, Inc. 1991 NonQualified Stock Option Agreement for NonEmployee Directors.
	(items (a) and (b) incorporated by reference to Exhibits 10.4(rr) and (nn), respectively, from the 1991 Form 10-K)
10.22	1995 Stock Incentive Plan.
	a	Amended and Restated Playboy Enterprises, Inc. 1995 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 from Playboy's quarterly report on Form 10-Q for the quarter ended June 30, 1999 (the "June 30, 1999 Form 10-Q")).
	b	Form of NonQualified Stock Option Agreement for NonQualified Stock Options which May be granted under the Plan.

II-23

	c	Form of Incentive Stock Option Agreement for Incentive Stock Options which May be granted under the Plan.
	d	Form of Restricted Stock Agreement for Restricted Stock issued under the Plan
	(items (b), (c) and (d) incorporated by reference to Exhibits 4.3, 4.4 and 4.5, respectively, from our Registration Statement No. 33-58145 on Form S-8 dated March 20, 1995)
	e	Form of Section 162(m) Restricted Stock Agreement for Section 162(m) Restricted Stock issued under the Plan (incorporated by reference to Exhibit 10.1(e) from the 1997 Form 10-K).
10.23	1997 Directors' Plan.
	a	1997 Equity Plan for NonEmployee Directors of Playboy Enterprises, Inc., as amended (incorporated by reference to Exhibit 10.25(a) from the 2000 Form 10-K).
	b	Form of Restricted Stock Agreement for Restricted Stock issued under the Plan (incorporated by reference to Exhibit 10.1(b) from Playboy's quarterly report on Form 10-Q for the quarter ended September 30, 1997).
10.24	Form of Nonqualified Option Agreement between Playboy Enterprises, Inc. and each of Dennis S. Bookshester and Sol Rosenthal (incorporated by reference to Exhibit 4.4 from Playboy's Registration Statement No. 333-30185 on Form S-8 dated November 13, 1996).
10.25	Employee Stock Purchase Plan.
	a	Playboy Enterprises, Inc. Employee Stock Purchase Plan, as amended and restated (incorporated by reference to Exhibit 10.2 from Playboy's quarterly report on Form 10-Q for the quarter ended March 31, 1997).
	b	Amendment to Playboy Enterprises, Inc. Employee Stock Purchase Plan, as amended and restated (incorporated by reference to Exhibit 10.4 from the June 30, 1999 Form 10-Q).
10.26	Selected Employment, Termination and Other Agreements.
	a	Form of Severance Agreement by and between Playboy Enterprises, Inc. and each of James English, Linda Havard, Christie Hefner, Martha Lindeman, Richard Rosenzweig, Howard Shapiro, Alex Vaickus and David Zucker (incorporated by reference to Exhibit 10.23(a) from the 2001 Form 10-K).
	b	Letter Agreement dated December 30, 2000 regarding employment of James English (incorporated by reference to Exhibit 10.28(g) from the 2000 Form 10-K).
	c	Employment Agreement dated May 14, 2002 between David Zucker and Playboy Enterprises, Inc.
	d	Memorandum dated May 21, 2002 regarding severance agreement for Linda Havard.
	(items (c) and (d) incorporated by reference to Exhibits 10.5 and 10.6, respectively, from the June 30, 2002 Form 10-Q)
10.27	11% Senior Secured Notes due 2010 (see Exhibit 4.1).
12	Computation of Ratio of Earnings to Fixed Charges.
21	Subsidiaries.
23.1	Consent of Ernst & Young LLP.

II-24

23.2	Consent of Deloitte & Touche LLP.
23.3*	Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois) (included in Exhibit 5.1).
24	Powers of Attorney (included on signature pages to the registration statement).
25	Form T-1 Statement of Eligibility of Bank One, National Association to act as trustee under the indenture.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
99.4	Form of Letter to Clients.

*

To be filed by amendment.

#

Certain information omitted pursuant to a request for confidential treatment filed separately with and granted by the SEC.

&

Certain information omitted pursuant to a request for confidential treatment filed separately with the SEC.

II-25

(b)

Financial Statement Schedule:

PLAYBOY ENTERPRISES, INC. AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)

COLUMN A	COLUMN B		COLUMN C						COLUMN D			COLUMN E
			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses			Charged to Other Accounts			Deductions			Balance at End of Period
Allowance deducted in the balance sheet from the asset to which it applies:
Fiscal Year Ended December 31, 2002:
Allowance for doubtful accounts	$	6,406	$	213		$	2,010	(a)	$	3,505	(b)	$	5,124
Allowance for returns	$	30,514	$	—		$	48,227	(c)	$	54,146	(d)	$	24,595
Deferred tax asset valuation allowance	$	54,588	$	14,558	(e)	$	—		$	—		$	69,146
Fiscal Year Ended December 31, 2001:
Allowance for doubtful accounts	$	15,994	$	584		$	1,690	(a)	$	11,862	(b)	$	6,406
Allowance for returns	$	28,815	$	—		$	52,698	(c)	$	50,999	(d)	$	30,514
Deferred tax asset valuation allowance	$	45,044	$	9,544	(e)	$	—		$	—		$	54,588
Fiscal Year Ended December 31, 2000:
Allowance for doubtful accounts	$	17,970	$	723		$	1,108	(a)	$	3,807	(b)	$	15,994
Allowance for returns	$	21,295	$	—		$	51,205	(c)	$	43,685	(d)	$	28,815
Deferred tax asset valuation allowance	$	19,783	$	24,142	(e)	$	1,119	(f)	$	—		$	45,044

Notes:

(a)

Primarily represents provisions for unpaid subscriptions charged to net revenues. Also, includes a $660 provision in 2002 related to the December 2002 PTVI restructuring.



(b)

Includes a reversal in 2001 of a $10,000 provision related to assuming an obligation in the Califa acquisition. Also, primarily represents uncollectible accounts less recoveries.



(c)

Represents provisions charged to net revenues for estimated returns of Playboy magazine, other domestic publishing products and domestic home videos.



(d)

Represents settlements on provisions previously recorded.



(e)

Represents noncash federal income tax expense related to increasing the valuation allowance.



(f)

Represents the unrealizable portion of the change in the gross deferred tax asset.

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ITEM 22. UNDERTAKINGS

        The following undertakings are made by each of the undersigned registrants:

(a)

The undersigned registrant hereby undertakes:



(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:



(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.



(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.



(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.



(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.



(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-27

        The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

PLAYBOY ENTERPRISES, INC.
By:	/s/  LINDA G. HAVARD
	Name:	Linda G. Havard
	Title:	Executive Vice President, Finance and Operations, and Chief Financial Officer

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  CHRISTIE HEFNER Christie Hefner	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)
/s/  LINDA G. HAVARD Linda G. Havard	Executive Vice President, Finance and Operations and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/  DENNIS S. BOOKSHESTER Dennis S. Bookshester	Director
/s/  DAVID I. CHEMEROW David I. Chemerow	Director

II-29

/s/  DONALD G. DRAPKIN Donald G. Drapkin	Director
/s/  JEROME H. KERN Jerome H. Kern	Director
/s/  SOL ROSENTHAL Sol Rosenthal	Director
/s/  RICHARD S. ROSENZWEIG Richard S. Rosenzweig	Director

II-30

/s/  RUSSELL I. PILLAR Russell I. Pillar
Director

II-31

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

PEI HOLDINGS, INC.
By:	/s/  HOWARD SHAPIRO
	Name:	Howard Shapiro
	Title:	Vice President and Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  CHRISTIE HEFNER Christie Hefner	President and Director (Principal Executive Officer)
/s/  ROBERT CAMPBELL Robert Campbell	Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)
/s/  HOWARD SHAPIRO Howard Shapiro	Director

II-32

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

ADULTVISION COMMUNICATIONS, INC. AFTER DARK VIDEO, INC. ALTA LOMA DISTRIBUTION, INC. CPV PRODUCTIONS, INC. CYBERSPICE, INC. IMPULSE PRODUCTIONS, INC. INDIGO ENTERTAINMENT, INC. MH PICTURES, INC. MYSTIQUE FILMS, INC. PLAYBOY ENTERTAINMENT GROUP, INC. PRECIOUS FILMS, INC. SPICE DIRECT, INC. SPICE ENTERTAINMENT, INC. SPICE INTERNATIONAL, INC. SPICE NETWORKS, INC. SPICE PRODUCTIONS, INC.
By:	/s/  HOWARD SHAPIRO
	Name:	Howard Shapiro
	Title:	Vice President and Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  JAMES ENGLISH James English	President (Principal Executive Officer)
/s/  ROBERT CAMPBELL Robert Campbell	Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)

II-33

/s/  CHRISTIE HEFNER Christie Hefner	Director
/s/  HOWARD SHAPIRO Howard Shapiro	Director

II-34

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

LAKE SHORE PRESS, INC. PLAYBOY CLUB OF HOLLYWOOD, INC. PLAYBOY JAPAN, INC. PLAYBOY OF LYONS, INC. PLAYBOY OF SUSSEX, INC. PLAYBOY PREFERRED, INC. PLAYBOY PROPERTIES, INC. STEELTON, INC.
By:	/s/  HOWARD SHAPIRO
	Name:	Howard Shapiro
	Title:	Vice President and Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  HOWARD SHAPIRO Howard Shapiro	Vice President, Secretary and Director (Principal Executive Officer)
/s/  ROBERT CAMPBELL Robert Campbell	Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)
/s/  CHRISTIE HEFNER Christie Hefner	Director

II-35

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

LIFESTYLE BRANDS, LTD. PLAYBOY GAMING NEVADA, INC. PLAYBOY GAMING UK, LTD. SPECIAL EDITIONS, LTD.
By:	/s/  HOWARD SHAPIRO
	Name:	Howard Shapiro
	Title:	Vice President and Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  ALEX VAICKUS Alex Vaickus	President (Principal Executive Officer)
/s/  ROBERT CAMPBELL Robert Campbell	Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)
/s/  CHRISTIE HEFNER Christie Hefner	Director
/s/  HOWARD SHAPIRO Howard Shapiro	Director

II-36

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

AL ENTERTAINMENT, INC. ALTA LOMA ENTERTAINMENT, INC.
By:	/s/  HOWARD SHAPIRO
	Name:	Howard Shapiro
	Title:	Vice President and Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  RICHARD R. ROSENZWEIG Richard R. Rosenzweig	Chief Executive Officer and Director (Principal Executive Officer)
/s/  ROBERT CAMPBELL Robert Campbell	Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)
/s/  CHRISTIE HEFNER Christie Hefner	Director
/s/  HOWARD SHAPIRO Howard Shapiro	Director

II-37

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

PLANET PLAYBOY, INC. PLANET SPICE, INC.
By:	/s/  HOWARD SHAPIRO
	Name:	Howard Shapiro
	Title:	Senior Vice President and Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  HOWARD SHAPIRO Howard Shapiro	Senior Vice President, Secretary and Director (Principal Executive Officer)
/s/  ROBERT CAMPBELL Robert Campbell	Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)
/s/  CHRISTIE HEFNER Christie Hefner	Director

II-38

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

PLAYBOY CLUBS INTERNATIONAL, INC. PLAYBOY GAMING INTERNATIONAL, LTD.
By:	/s/  HOWARD SHAPIRO
	Name:	Howard Shapiro
	Title:	Vice President and Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  ALEX VAICKUS Alex Vaickus	President (Principal Executive Officer)
/s/  ROBERT CAMPBELL Robert Campbell	Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)
/s/  CHRISTIE HEFNER Christie Hefner	Director
/s/  HOWARD SHAPIRO Howard Shapiro	Director

II-39

/s/  LINDA G. HAVARD Linda G. Havard
Director

II-40

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

SPICE HOT ENTERTAINMENT, INC. SPICE PLATINUM ENTERTAINMENT, INC.
By:	/s/  JAMES ENGLISH
	Name:	James English
	Title:	President

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  JAMES ENGLISH James English	President and Director (Principal Executive Officer)
/s/  CATHY ZULFER Cathy Zulfer	Senior Vice President and Treasurer (Principal Financial and Accounting Officer)
/s/  JEFFREY JENEST Jeffrey Jenest	Director

II-41

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

ITASCA HOLDINGS, INC.
By:	/s/  HOWARD SHAPIRO
	Name:	Howard Shapiro
	Title:	Vice President and Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  LINDA G. HAVARD Linda G. Havard	President and Assistant Treasurer (Principal Executive Officer)
/s/  ROBERT CAMPBELL Robert Campbell	Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)
/s/  CHRISTIE HEFNER Christie Hefner	Director
/s/  HOWARD SHAPIRO Howard Shapiro	Director

II-42

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

PLAYBOY CLUB OF NEW YORK, INC.
By:	/s/  HOWARD SHAPIRO
	Name:	Howard Shapiro
	Title:	Vice President and Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  HOWARD SHAPIRO Howard Shapiro	Vice President, Secretary and Director (Principal Executive Officer)
/s/  ROBERT CAMPBELL Robert Campbell	Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)
/s/  CHRISTIE HEFNER Christie Hefner	Director
/s/  LINDA G. HAVARD Linda G. Havard	Director

II-43

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

PLAYBOY MODELS, INC.
By:	/s/  HOWARD SHAPIRO
	Name:	Howard Shapiro
	Title:	Vice President and Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  WILLIAM FARLEY William Farley	President (Principal Executive Officer)
/s/  ROBERT CAMPBELL Robert Campbell	Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)
/s/  LINDA G. HAVARD Linda G. Havard	Director
/s/  HOWARD SHAPIRO Howard Shapiro	Director

II-44

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

PLAYBOY ENTERPRISES INTERNATIONAL, INC.
By:	/s/  HOWARD SHAPIRO
	Name:	Howard Shapiro
	Title:	Executive Vice President, Law and Administration, General Counsel and Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  CHRISTIE HEFNER Christie Hefner	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)
/s/  LINDA G. HAVARD Linda G. Havard	Executive Vice President, Finance and Operations and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/  HOWARD SHAPIRO Howard Shapiro	Director

II-45

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

PLAYBOY CRUISE GAMING, INC.
By:	/s/  HOWARD SHAPIRO
	Name:	Howard Shapiro
	Title:	Vice President and Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  ALEX VAICKUS Alex Vaickus	President (Principal Executive Officer)
/s/  ROBERT CAMPBELL Robert Campbell	Vice President, Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)
/s/  CHRISTIE HEFNER Christie Hefner	Director
/s/  HOWARD SHAPIRO Howard Shapiro	Director

II-46

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

PLAYBOY SHOWS, INC.
By:	/s/  HOWARD SHAPIRO
	Name:	Howard Shapiro
	Title:	Vice President and Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  RICHARD S. ROSENZWEIG Richard S. Rosenzweig	President, Assistant Treasurer and Director (Principal Executive Officer)
/s/  ROBERT CAMPBELL Robert Campbell	Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)
/s/  CHRISTIE HEFNER Christie Hefner	Director
/s/  HOWARD SHAPIRO Howard Shapiro	Director

II-47

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

TELECOM INTERNATIONAL, INC.
By:	/s/  HOWARD SHAPIRO
	Name:	Howard Shapiro
	Title:	Vice President and Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  JAMES P. RADTKE James P. Radtke	Vice President (Principal Executive Officer)
/s/  ROBERT CAMPBELL Robert Campbell	Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)
/s/  CHRISTIE HEFNER Christie Hefner	Director
/s/  HOWARD SHAPIRO Howard Shapiro	Director

II-48

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

WOMEN PRODUCTIONS, INC.
By:	/s/  HOWARD SHAPIRO
	Name:	Howard Shapiro
	Title:	Vice President and Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  JEFFREY JENEST Jeffrey Jenest	President (Principal Executive Officer)
/s/  ROBERT CAMPBELL Robert Campbell	Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)
/s/  CHRISTIE HEFNER Christie Hefner	Director
/s/  HOWARD SHAPIRO Howard Shapiro	Director

II-49

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the city of Chicago, state of Illinois, on May 16, 2003.

PLAYBOY TV INTERNATIONAL, LLC CLARIDGE ORGANIZATION LLC CHELSEA COURT HOLDINGS LLC CANDLELIGHT MANAGEMENT LLC
By:	/s/  HOWARD SHAPIRO
	Name:	Howard Shapiro
	Title:	Vice President and Secretary

POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Linda G. Havard and Howard Shapiro and each of them his, her or its true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him, her or it and in his, her or its name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she or it might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 16th day of May 2003.

Signature	Title
/s/  JAMES ENGLISH James English	President of Claridge Organization LLC, Chelsea Court Holdings LLC and Candlelight Management LLC (Principal Executive Officer) and Director of Playboy TV International, LLC, Sole Member of Claridge Organization LLC, Chelsea Court Holdings LLC and Candlelight Management LLC
/s/  CATHY ZULFER Cathy Zulfer	Vice President (Principal Financial and Accounting Officer)
/s/  LINDA G. HAVARD Linda G. Havard	Director of Playboy TV International, LLC, Sole Member of Claridge Organization LLC, Chelsea Court Holdings LLC and Candlelight Management LLC

II-50

EXHIBIT INDEX

Exhibit Number		Description
2.1#	Asset Purchase Agreement, dated as of June 29, 2001, by and among Playboy Enterprises, Inc., Califa Entertainment Group, Inc., V.O.D., Inc., Steven Hirsch, Dewi James and William Asher (incorporated by reference to Exhibit 2.1 from Playboy's Current Report on Form 8-K dated July 6, 2001).
3.1	Certificate of Incorporation of Playboy Enterprises, Inc. (incorporated by reference to Exhibit 3 from Playboy's quarterly report on Form 10-Q for the quarter ended March 31, 2003 (the "March 31, 2003 Form 10-Q") ).
3.2	Bylaws of Playboy Enterprises, Inc. (incorporated by reference to Exhibit 3.4 from the March 15, 1999 Form 8-K).
3.3	Certificate of Incorporation of PEI Holdings, Inc.
3.4	Bylaws of PEI Holdings, Inc.
3.5	Certificate of Formation of Candlelight Management LLC.
3.6	Operating Agreement of Candlelight Management LLC.
3.7	Certificate of Incorporation of Spice Entertainment, Inc.
3.8	Bylaws of Spice Entertainment, Inc.
3.9	Certificate of Incorporation of CPV Productions, Inc.
3.10	Bylaws of CPV Productions, Inc.
3.11	Certificate of Incorporation of Cyberspice, Inc.
3.12	Bylaws of Cyberspice, Inc.
3.13	Articles of Incorporation of MH Pictures, Inc.
3.14	Bylaws of MH Pictures, Inc.
3.15	Certificate of Incorporation of Planet Spice, Inc.
3.16	Bylaws of Planet Spice, Inc.
3.17	Certificate of Incorporation of Spice Direct, Inc.
3.18	Bylaws of Spice Direct, Inc.
3.19	Certificate of Incorporation of Spice International, Inc.
3.20	Bylaws of Spice International, Inc.
3.21	Certificate of Incorporation of Spice Networks, Inc.
3.22	Bylaws of Spice Networks, Inc.
3.23	Articles of Incorporation of Spice Productions, Inc.
3.24	Bylaws of Spice Productions, Inc.
3.25	Certificate of Incorporation of Playboy Enterprises International, Inc.
3.26	Bylaws of Playboy Enterprises International, Inc.
3.27	Certificate of Incorporation of Alta Loma Entertainment, Inc.
3.28	Bylaws of Alta Loma Entertainment, Inc.
3.29	Articles of Incorporation of Itasca Holdings, Inc.

3.30	Bylaws of Itasca Holdings, Inc.
3.31	Certificate of Incorporation of Planet Playboy, Inc.
3.32	Bylaws of Planet Playboy, Inc.
3.33	Articles of Incorporation of Playboy Gaming Nevada, Inc.
3.34	Bylaws of Playboy Gaming Nevada, Inc.
3.35	Certificate of Incorporation of Playboy Japan, Inc.
3.36	Bylaws of Playboy Japan, Inc.
3.37	Certificate of Incorporation of Playboy Gaming International, Ltd.
3.38	Bylaws of Playboy Gaming International, Ltd.
3.39	Certificate of Incorporation of Playboy Cruise Gaming, Inc.
3.40	Bylaws of Playboy Cruise Gaming, Inc.
3.41	Certificate of Incorporation of Playboy Gaming UK, Ltd.
3.42	Bylaws of Playboy Gaming UK, Ltd.
3.43	Certificate of Incorporation of Lifestyle Brands, Ltd.
3.44	Bylaws of Lifestyle Brands, Ltd.
3.45	Certificate of Incorporation of Lake Shore Press, Inc.
3.46	Bylaws of Lake Shore Press, Inc.
3.47	Certificate of Incorporation of Playboy Clubs International, Inc.
3.48	Bylaws of Playboy Clubs International, Inc.
3.49	Articles of Incorporation of Playboy Preferred, Inc.
3.50	Bylaws of Playboy Preferred, Inc.
3.51	Certificate of Incorporation of Playboy of Sussex, Inc.
3.52	Bylaws of Playboy of Sussex, Inc.
3.53	Articles of Incorporation of Playboy of Lyons, Inc.
3.54	Bylaws of Playboy of Lyons, Inc.
3.55	Certificate of Incorporation of Playboy Club of Hollywood, Inc.
3.56	Bylaws of Playboy Club of Hollywood, Inc.
3.57	Certificate of Incorporation of Playboy Club of New York, Inc.
3.58	Bylaws of Playboy Club of New York, Inc.
3.59	Certificate of Incorporation of Special Editions, Ltd.
3.60	Bylaws of Special Editions, Ltd.
3.61	Articles of Incorporation of Telecom International, Inc.
3.62	Bylaws of Telecom International, Inc.
3.63	Certificate of Incorporation of Spice Platinum Entertainment, Inc.
3.64	Bylaws of Spice Platinum Entertainment, Inc.

3.65	Certificate of Incorporation of Spice Hot Entertainment, Inc.
3.66	Bylaws of Spice Hot Entertainment, Inc.
3.67	Articles of Incorporation of Playboy Models, Inc.
3.68	Bylaws of Playboy Models, Inc.
3.69	Certificate of Incorporation of Playboy Properties, Inc.
3.70	Bylaws of Playboy Properties, Inc.
3.71	Certificate of Incorporation of Playboy Shows, Inc.
3.72	Bylaws of Playboy Shows, Inc.
3.73	Certificate of Incorporation of Steelton, Inc.
3.74	Bylaws of Steelton, Inc.
3.75	Certificate of Incorporation of Playboy Entertainment Group, Inc.
3.76	Bylaws of Playboy Entertainment Group, Inc.
3.77	Certificate of Incorporation of Adultvision Communications, Inc.
3.78	Bylaws of Adultvision Communications, Inc.
3.79	Certificate of Incorporation of After Dark Video, Inc.
3.80	Bylaws of After Dark Video, Inc.
3.81	Certificate of Incorporation of Alta Loma Distribution, Inc.
3.82	Bylaws of Alta Loma Distribution, Inc.
3.83	Articles of Incorporation of AL Entertainment, Inc.
3.84	Bylaws of AL Entertainment, Inc.
3.85	Certificate of Incorporation of Impulse Productions, Inc.
3.86	Bylaws of Impulse Productions, Inc.
3.87	Articles of Incorporation of Indigo Entertainment, Inc.
3.88	Bylaws of Indigo Entertainment, Inc.
3.89	Articles of Incorporation of Mystique Films, Inc.
3.90	Bylaws of Mystique Films, Inc.
3.91	Articles of Incorporation of Precious Films, Inc.
3.92	Bylaws of Precious Films, Inc.
3.93	Articles of Incorporation of Women Productions, Inc.
3.94	Bylaws of Women Productions, Inc.
3.95	Certificate of Formation of Playboy TV International, LLC.
3.96*	Operating Agreement of Playboy TV International, LLC.
3.97	Certificate of Formation of Claridge Organization LLC.
3.98	Operating Agreement of Claridge Organization LLC.
3.99	Certificate of Formation of Chelsea Court Holdings LLC.

3.100	Operating Agreement of Chelsea Court Holdings LLC.
4.1	11% Senior Secured Notes due 2010
	a	Indenture, dated as of March 11, 2003 (the "Indenture"), between PEI Holdings, Inc., the Guarantors party thereto and Bank One, N.A., as Trustee (incorporated by reference to Exhibit 4.1(a) from Playboy's annual report on Form 10-K for the year ended December 31, 2002 (the "2002 Form 10-K")).
	b	Form of 11% Senior Secured Note due 2010 (included in Exhibit 4.1(a))
	c	Pledge Agreement, dated as of March 11, 2003, between PEI Holdings, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(c) from the 2002 Form 10-K).
	d	Pledge Agreement, dated as of March 11, 2003, among Chelsea Court Holdings LLC, as the limited partner in 1945/1947 Cedar River C.V., Candlelight Management LLC, as the general partner in 1945/1947 Cedar River C.V., and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(d) from the 2002 Form 10-K).
	e	Pledge Agreement, dated as of March 11, 2003, between Claridge Organization LLC and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(e) from the 2002 Form 10-K).
	f	Pledge Agreement, dated as of March 11, 2003, between Playboy Clubs International, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(f) from the 2002 Form 10-K).
	g	Pledge Agreement, dated as of March 11, 2003, between CPV Productions, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(g) from the 2002 Form 10-K).
	h	Pledge Agreement, dated as of March 11, 2003, between Playboy Entertainment Group, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(h) from the 2002 Form 10-K).
	i	Pledge Agreement, dated as of March 11, 2003, between Playboy Gaming International, Ltd. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(i) from the 2002 Form 10-K).
	j	Pledge Agreement, dated as of March 11, 2003, between Playboy Entertainment Group, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(j) from the 2002 Form 10-K).
	k	Pledge Agreement, dated as of March 11, 2003, between Playboy Enterprises, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(k) from the 2002 Form 10-K).
	l	Pledge Agreement, dated as of March 11, 2003, between Playboy Enterprises International, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(l) from the 2002 Form 10-K).
	m	Pledge Agreement, dated as of March 11, 2003, between Planet Playboy, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(m) from the 2002 Form 10-K).
	n	Pledge Agreement, dated as of March 11, 2003, between Spice Entertainment, Inc. and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(n) from the 2002 Form 10-K).

	o	Pledge Agreement, dated as of March 11, 2003, between Playboy TV International, LLC and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(o) from the 2002 Form 10-K).
	p	Pledge Agreement, dated as of March 11, 2003, between Playboy TV International, LLC and Bank One, N.A., as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(p) from the 2002 Form 10-K).
	q	Security Agreement, dated as of March 11, 2003, between PEI Holdings, Inc. and Bank One, N.A., in its capacity as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(q) from the 2002 Form 10-K).
	r	Security Agreement, dated as of March 11, 2003, among Playboy Enterprises, Inc. and each of the domestic subsidiaries of PEI Holdings, Inc. set forth on the signature pages thereto and Bank One, N.A., in its capacity as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(r) from the 2002 Form 10-K).
	s	Trademark Security Agreement, dated as of March 11, 2003, by Adultvision Communications, Inc., Alta Loma Entertainment, Inc., Lifestyle Brands, Ltd., Playboy Entertainment Group, Inc., Spice Entertainment, Inc., Playboy Enterprises International, Inc. and Spice Hot Entertainment, Inc. in favor of Bank One, N.A., in its capacity as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(s) from the 2002 Form 10-K).
	t	Copyright Security Agreement. dated as of March 11, 2003, by After Dark Video, Inc., Alta Loma Distribution, Inc., Alta Loma Entertainment, Inc., Impulse Productions, Inc., Indigo Entertainment, Inc., MH Pictures, Inc., Mystique Films, Inc., Playboy Entertainment Group, Inc., Precious Films, Inc. and Women Productions, Inc. in favor of Bank One, N.A., in its capacity as Trustee under the Indenture (incorporated by reference to Exhibit 4.1(t) from the 2002 Form 10-K).
	u	Lease Subordination Agreement, dated as of March 11, 2003, by and among Hugh M. Hefner, Playboy Enterprises International, Inc. and Bank One, N.A., as Trustee for various noteholders (incorporated by reference to Exhibit 4.1(u) from the 2002 Form 10-K).
	v	Second Priority Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, dated as of March 11, 2003, made and executed by Playboy Enterprises International, Inc. in favor of Fidelity National Title Insurance Company for the benefit of Bank One, N.A., as Trustee pursuant to the Indenture (incorporated by reference to Exhibit 4.1(v) from the 2002 Form 10-K).
	w	Intercreditor Agreement, dated as of March 11, 2003, between Bank of America, N.A., as agent, and Bank One, N.A., as trustee (incorporated by reference to Exhibit 4.1(w) from the 2002 Form 10-K).
	x	Registration Rights Agreement, dated as of March 11, 2003, by and among PEI Holdings, Inc., Playboy Enterprises, Inc., the subsidiary guarantors listed on the signature pages thereof and Banc of America Securities LLC and Lazard Frères & Co. LLC (incorporated by reference to Exhibit 4.1(x) from the 2002 Form 10-K).
4.2	Certificate of Designations, Powers, Preferences and Rights of Series A Convertible Preferred Stock of Playboy Enterprises, Inc. (incorporated by reference to Exhibit 4 from the March 31, 2003 Form 10-Q).
4.3	Exchange Agreement, dated as of March 11, 2003, among Hugh M. Hefner, Playboy.com, Inc., PEI Holdings, Inc. and Playboy Enterprises, Inc. (incorporated by reference to Exhibit 4.2 from the 2002 Form 10-K).

4.4	Credit Agreement, dated as of March 11, 2003, among PEI Holdings, Inc., each lender from time to time party thereto and Bank of America, N.A., as Agent (see Exhibit 10.9).
5.1*	Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois).
10.1	Playboy Magazine Printing and Binding Agreement.
	& a	October 22, 1997 Agreement between Playboy Enterprises, Inc. and Quad/Graphics, Inc. (incorporated by reference to Exhibit 10.4 from Playboy's transition period report on Form 10-K for the six months ended December 31, 1997 (the "Transition Period Form 10-K")).
	# b	Amendment to October 22, 1997 Agreement dated as of March 3, 2000 (incorporated by reference to Exhibit 10.1 from Playboy's quarterly report on Form 10-Q for the quarter ended March 31, 2000).
10.2	Playboy Magazine Distribution Agreement dated as of July 2, 1999 between Playboy Enterprises, Inc. and Warner Publisher Services, Inc. (incorporated by reference to Exhibit 10.4 from Playboy's quarterly report on Form 10-Q for the quarter ended September 30, 1999).
10.3	Playboy Magazine Subscription Fulfillment Agreement
	a	July 1, 1987 Agreement between Communication Data Services, Inc. and Playboy Enterprises, Inc. (incorporated by reference to Exhibit 10.12(a) from Playboy's annual report on Form 10-K for the year ended June 30, 1992 (the "1992 Form 10-K")).
	b	Amendment dated as of June 1, 1988 to said Fulfillment Agreement (incorporated by reference to Exhibit 10.12(b) from Playboy's annual report on Form 10-K for the year ended June 30, 1993 (the "1993 Form 10-K")).
	c	Amendment dated as of July 1, 1990 to said Fulfillment Agreement (incorporated by reference to Exhibit 10.12(c) from Playboy's annual report on Form 10-K for the year ended June 30, 1991 (the "1991 Form 10-K")).
	d	Amendment dated as of July 1, 1996 to said Fulfillment Agreement (incorporated by reference to Exhibit 10.5(d) from Playboy's annual report on Form 10-K for the year ended June 30, 1996 (the "1996 Form 10-K")).
	# e	Amendment dated as of July 7, 1997 to said Fulfillment Agreement (incorporated by reference to Exhibit 10.6(e) from Playboy's Transition Period Form 10-K).
	# f	Amendment dated as of July 1, 2001 to said Fulfillment Agreement (incorporated by reference to Exhibit 10.1 from Playboy's quarterly report on Form 10-Q for the quarter ended September 30, 2001 (the "September 30, 2001 Form 10-Q")).
10.4	Transponder Service Agreements.
	a	SKYNET Transponder Service Agreement dated March 1, 2001 between Playboy Entertainment Group, Inc. and LORAL SKYNET (incorporated by reference to Exhibit 10.1 from Playboy's quarterly report on Form 10-Q for the quarter ended March 31, 2001).
	b	SKYNET Transponder Service Agreement dated February 8, 1999 by and between Califa Entertainment Group, Inc. and LORAL SKYNET.
	c	Transfer of Service Agreement dated February 22, 2002 between Califa Entertainment Group, LORAL SKYNET and Spice Hot Entertainment, Inc.
	d	Amendment One to the Transponder Service Agreement between Spice Hot Entertainment, Inc. and LORAL SKYNET dated February 28, 2002.

	(items (b), (c) and (d) incorporated by reference to Exhibits 10.4(b), (c) and (d), respectively, from Playboy's annual report on Form 10-K for the year ended December 31, 2001 (the "2001 Form 10-K"))
	e	Transponder Service Agreement dated August 12, 1999 between British Sky Broadcasting Limited and The Home Video Channel Limited (incorporated by reference to Exhibit 10.4(e) from the 2002 Form 10-K).
10.5#	Playboy TV — Latin America, LLC Agreements.
	a	Second Amended and Restated Operating Agreement for Playboy TV — Latin America, LLC, effective as of April 1, 2002, by and between Playboy Entertainment Group, Inc. and Lifford International Co. Ltd. (BVI).
	b	Playboy TV — Latin America Program Supply and Trademark License Agreement, dated as of December 23, 2002 and effective as of April 1, 2002, by and between Playboy Entertainment Group, Inc. and Playboy TV — Latin America, LLC.
	(items (a) and (b) incorporated by reference to Exhibits 10.1 and 10.2, respectively, from Playboy's Current Report on Form 8-K dated December 23, 2002 (the "December 23, 2002 Form 8-K"))
10.6	Transfer Agreement, dated as of December 23, 2002, by and among Playboy Enterprises, Inc., Playboy Entertainment Group, Inc., Playboy Enterprises International, Inc., Claxson Interactive Group Inc., Carlyle Investments LLC (in its own right and as a successor in interest to Victoria Springs Investments Ltd.), Carlton Investments LLC (in its own right and as a successor in interest to Victoria Springs Investments Ltd.), Lifford International Co. Ltd. (BVI) and Playboy TV International, LLC. (incorporated by reference to Exhibit 2.1 from the December 23, 2002 Form 8-K).
10.7#	Amended and Restated Affiliation and License Agreement dated May 17, 2002 between DirecTV, Inc. and Playboy Entertainment Group, Inc., Spice Entertainment, Inc., Spice Hot Entertainment, Inc. and Spice Platinum Entertainment, Inc. regarding DBS Satellite Exhibition of Programming (incorporated by reference to Exhibit 10.1 from the June 30, 2002 Form 10-Q).
10.8	Fulfillment and Customer Service Services Agreement dated October 2, 2000 between Infinity Resources, Inc. and Playboy.com, Inc. (incorporated by reference to Exhibit 10.13 from Playboy's annual report on Form 10-K for the year ended December 31, 2000 (the "2000 Form 10-K")).
10.9	Credit Agreement, dated as of March 11, 2003 (the "Credit Agreement"), among PEI Holdings, Inc., each lender from time to time party thereto and Bank of America, N.A., as Agent.
	a	Credit Agreement (incorporated by reference to Exhibit 10.9(a) from the 2002 Form 10-K).
	a-1	Master Corporate Guaranty, dated March 11, 2003 (incorporated by reference to Exhibit 10.9(a)-1 from the 2002 Form 10-K).
	b	Security Agreement, dated as of March 11, 2003, between PEI Holdings, Inc. and Bank of America, N.A., as Agent under the Credit Agreement (incorporated by reference to Exhibit 10.9(b) from the 2002 Form 10-K).
	c	Security Agreement, dated as of March 11, 2003, among Playboy Enterprises, Inc. and each of the domestic subsidiaries of PEI Holdings, Inc. set forth on the signature pages thereto and Bank of America, N.A., as Agent under the Credit Agreement (incorporated by reference to Exhibit 10.9(c) from the 2002 Form 10-K).
	d	Pledge Agreement, dated as of March 11, 2003, between PEI Holdings, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9 (d) from the 2002 Form 10-K).

e	Pledge Agreement, dated as of March 11, 2003, among Chelsea Court Holdings LLC, as the limited partner in 1945/1947 Cedar River C.V., Candlelight Management LLC, as the general partner in 1945/1947 Cedar River C.V., and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(e) from the 2002 Form 10-K).
f	Pledge Agreement, dated as of March 11, 2003, between Claridge Organization LLC and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(f) from the 2002 Form 10-K).
g	Pledge Agreement, dated as of March 11, 2003, between Playboy Clubs International, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(g) from the 2002 Form 10-K).
h	Pledge Agreement, dated as of March 11, 2003, between CPV Productions, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(h) from the 2002 Form 10-K).
i	Pledge Agreement, dated as of March 11, 2003, between Playboy Entertainment Group, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(i) from the 2002 Form 10-K).
j	Pledge Agreement, dated as of March 11, 2003, between Playboy Gaming International, Ltd. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(j) from the 2002 Form 10-K).
k	Pledge Agreement, dated as of March 11, 2003, between Playboy Entertainment Group, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(k) from the 2002 Form 10-K).
l	Pledge Agreement, dated as of March 11, 2003, between Playboy Enterprises, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(l) from the 2002 Form 10-K).
m	Pledge Agreement, dated as of March 11, 2003, between Playboy Enterprises International, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(m) from the 2002 Form 10-K).
n	Pledge Agreement, dated as of March 11, 2003, between Planet Playboy, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(n) from the 2002 Form 10-K).
o	Pledge Agreement, dated as of March 11, 2003, between Spice Entertainment, Inc. and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(o) from the 2002 Form 10-K).

	p	Pledge Agreement, dated as of March 11, 2003, between Playboy TV International, LLC and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(p) from the 2002 Form 10-K).
	q	Pledge Agreement, dated as of March 11, 2003, between Playboy TV International, LLC and Bank of America, N.A., as agent for the various financial institutions from time to time parties to the Credit Agreement (incorporated by reference to Exhibit 10.9(q) from the 2002 Form 10-K).
	r	Trademark Security Agreement, dated as of March 11, 2003, by Adultvision Communications, Inc., Alta Loma Entertainment, Inc., Lifestyle Brands, Ltd., Playboy Entertainment Group, Inc., Spice Entertainment, Inc., Playboy Enterprises International, Inc. and Spice Hot Entertainment, Inc. in favor of Bank of America, N.A., as Agent under the Credit Agreement (incorporated by reference to Exhibit 10.9(r) from the 2002 Form 10-K).
	s	Copyright Security Agreement, dated March 11, 2003, by After Dark Video, Inc., Alta Loma Distribution, Inc., Alta Loma Entertainment, Inc., Impulse Productions, Inc., Indigo Entertainment, Inc., MH Pictures, Inc., Mystique Films, Inc., Playboy Entertainment Group, Inc., Precious Films, Inc. and Women Productions, Inc. in favor of Bank of America, N.A., as Agent under the Credit Agreement (incorporated by reference to Exhibit 10.9(s) from the 2002 Form 10-K).
	t	Lease Subordination Agreement, dated as of March 11, 2003, by and among Hugh M. Hefner, Playboy Enterprises International, Inc. and Bank of America, N.A., as Agent for various lenders (incorporated by reference to Exhibit 10.9(t) from the 2002 Form 10-K).
	u	Deed of Trust with Assignment of Rents, Security Agreement and Fixture Filing, dated as of March 11, 2003, made and executed by Playboy Enterprises International, Inc. in favor of Fidelity National Title Insurance Company for the benefit of Bank of America, N.A., as agent for Lenders under the Credit Agreement (incorporated by reference to Exhibit 10.9(u) from the 2002 Form 10-K).
10.10	February 26, 1999 Credit Agreement.
	a	Credit Agreement, dated as of February 26, 1999, among New Playboy, Inc., PEI Holdings, Inc., the Lenders named in the February 26, 1999 Credit Agreement, ING (U.S.) Capital LLC, as Syndication Agent, and Credit Suisse First Boston, as Administrative Agent, as Collateral Agent and as Issuing Bank.
	b	Subsidiary Guarantee Agreement, dated as of March 15, 1999, among certain subsidiaries of Playboy Enterprises, Inc. and Credit Suisse First Boston, as Collateral Agent.
	c	Indemnity, Subrogation and Contribution Agreement, dated as of March 15, 1999, among Playboy Enterprises, Inc., PEI Holdings, Inc., certain other subsidiaries of Playboy Enterprises, Inc., and Credit Suisse First Boston, as Collateral Agent.
	d	Pledge Agreement, dated as of March 15, 1999, among Playboy Enterprises, Inc., PEI Holdings, Inc., certain other subsidiaries of Playboy Enterprises, Inc., and Credit Suisse First Boston, as Collateral Agent.
	e	Security Agreement, dated as of March 15, 1999, among Playboy Enterprises, Inc., PEI Holdings, Inc., certain other subsidiaries of Playboy Enterprises, Inc., and Credit Suisse First Boston, as Collateral Agent.
	(items (a) through (e) incorporated by reference to Exhibits 10.21(a) through (e), respectively, from Playboy's annual report on Form 10-K for the year ended December 31, 1998)
	f	First Amendment to February 26, 1999 Credit Agreement dated as of June 14, 1999.

	g	Second Amendment to February 26, 1999 Credit Agreement dated as of January 31, 2000.
	(items (f) and (g) incorporated by reference to Exhibits 10.18(f) and (g), respectively, from Playboy's annual report on Form 10-K for the year ended December 31, 1999)
	h	Third Amendment to February 26, 1999 Credit Agreement dated as of June 9, 2000 (incorporated by reference to Exhibit 10.1 from Playboy's quarterly report on Form 10-Q for the quarter ended June 30, 2000).
	i	Fourth Amendment to February 26, 1999 Credit Agreement dated as of June 1, 2001 (incorporated by reference to Exhibit 10.1 from Playboy's quarterly report on Form 10-Q for the quarter ended June 30, 2001).
	j	Fifth Amendment to February 26, 1999 Credit Agreement dated as of April 12, 2002 (incorporated by reference to Exhibit 10.1 from Playboy's quarterly report on Form 10-Q for the quarter ended March 31, 2002 (the "March 31, 2002 Form 10-Q")).
	k	Sixth Amendment to February 26, 1999 Credit Agreement dated as of October 15, 2002 (incorporated by reference to Exhibit 10.1 from Playboy's quarterly report on Form 10-Q for the quarter ended September 30, 2002 (the "September 30, 2002 From 10-Q")).
10.11	Exchange Agreement, dated as of March 11, 2003, among Hugh M. Hefner, Playboy.com, Inc., PEI Holdings, Inc. and Playboy Enterprises, Inc. (see Exhibit 4.2).
10.12	Promissory Notes issued by Playboy.com, Inc. to Hugh M. Hefner.
	a	Promissory Note dated September 26, 2001 (incorporated by reference to Exhibit 10.2 from the September 30, 2001 Form 10-Q).
	b	First Amendment to September 26, 2001 Promissory Note dated July 1, 2002 (incorporated by reference to Exhibit 10.3 from the September 30, 2002 Form 10-Q).
	c	Promissory Note dated December 17, 2001.
	d	Agreement, dated December 17, 2001, by and between Playboy Enterprises, Inc. and Hugh M. Hefner relating to that certain Promissory Note, dated as of December 17, 2001.
	(items (c) and (d) incorporated by reference to Exhibits 10.1 and 10.2, respectively, from the Current Report on Form 8-K dated December 27, 2001)
	e	Promissory Note dated September 27, 2002 (incorporated by reference to Exhibit 10.2 from the September 30, 2002 Form 10-Q).
10.13	Playboy Mansion West Lease Agreement, as amended, between Playboy Enterprises, Inc. and Hugh M. Hefner.
	a	Letter of Interpretation of Lease.
	b	Agreement of Lease.
	(items (a) and (b) incorporated by reference to Exhibits 10.3(a) and (b), respectively, from the 1991 Form 10-K)
	c	Amendment to Lease Agreement dated as of January 12, 1998 (incorporated by reference to Exhibit 10.2 from Playboy's quarterly report on Form 10-Q for the quarter ended March 31, 1998 (the "March 31, 1998 Form 10-Q") ).
	d	Lease Subordination Agreement, dated as of March 11, 2003, by and among Hugh M. Hefner, Playboy Enterprises International, Inc. and Bank One, N.A., as Trustee for various noteholders (see Exhibit 4.1(u)).

	e	Lease Subordination Agreement, dated as of March 11, 2003, by and among Hugh M. Hefner, Playboy Enterprises International, Inc. and Bank of America, N.A., as Agent for various lenders (see Exhibit 10.9(t)).
10.14	Los Angeles Office Lease Documents.
	a	Agreement of Lease dated April 23, 2002 between Los Angeles Media Tech Center, LLC and Playboy Enterprises, Inc. (incorporated by reference to Exhibit 10.4 from the June 30, 2002 Form 10-Q).
	b	First Amendment to April 23, 2002 Lease dated June 28, 2002 (incorporated by reference to Exhibit 10.4 from the September 30, 2002 Form 10-Q).
10.15	Chicago Office Lease Documents.
	a	Office Lease dated April 7, 1988 by and between Playboy Enterprises, Inc. and LaSalle National Bank as Trustee under Trust No. 112912 (incorporated by reference to Exhibit 10.7(a) from the 1993 Form 10-K).
	b	First Amendment to April 7, 1988 Lease dated October 26, 1989 (incorporated by reference to Exhibit 10.15(b) from Playboy's annual report on Form 10-K for the year ended June 30, 1995 (the "1995 Form 10-K")).
	c	Second Amendment to April 7, 1988 Lease dated June 1, 1992 (incorporated by reference to Exhibit 10.1 from Playboy's quarterly report on Form 10-Q for the quarter ended December 31, 1992).
	d	Third Amendment to April 7, 1988 Lease dated August 30, 1993 (incorporated by reference to Exhibit 10.15(d) from the 1995 Form 10-K).
	e	Fourth Amendment to April 7, 1988 Lease dated August 6, 1996 (incorporated by reference to Exhibit 10.20(e) from the 1996 Form 10-K).
	f	Fifth Amendment to April 7, 1988 Lease dated March 19, 1998 (incorporated by reference to Exhibit 10.3 from the March 31, 1998 Form 10-Q).
10.16	New York Office Lease Documents.
	a	Agreement of Lease dated August 11, 1992 between Playboy Enterprises, Inc. and Lexington Building Co. (incorporated by reference to Exhibit 10.9(b) from the 1992 Form 10-K).
	b	Agreement of Sublease between Playboy Enterprises International, Inc. and Concentra Managed Care Services, Inc. dated February 13, 2002 (incorporated by reference to Exhibit 10.3 from the March 31, 2002 Form 10-Q).
10.17	Los Angeles Studio Facility Lease Documents.
	a	Agreement of Lease dated September 20, 2001 between Kingston Andrita LLC and Playboy Entertainment Group, Inc. (incorporated by reference to Exhibit 10.3(a) from the September 30, 2001 Form 10-Q).
	b	First Amendment to September 20, 2001 Lease dated May 15, 2002 (incorporated by reference to Exhibit 10.3 from the June 30, 2002 Form 10-Q).
	c	Second Amendment to September 20, 2001 Lease dated July 23, 2002 (incorporated by reference to Exhibit 10.6 from the September 30, 2002 Form 10-Q).
	d	Third Amendment to September 20, 2001 Lease dated October 31, 2002 (incorporated by reference to Exhibit 10.17(d) from the 2002 Form 10-K).

	e	Fourth Amendment to September 20, 2001 Lease dated December 2, 2002 (incorporated by reference to Exhibit 10.17(e)) from the 2002 Form 10-K).
	f	Fifth Amendment to September 20, 2001 Lease dated December 31, 2002 (incorporated by reference to Exhibit 10.17(f) from the 2002 Form 10-K).
	g	Sixth Amendment to September 20, 2001 Lease dated January 31, 2003 (incorporated by reference to Exhibit 10.17(g) from the 2002 Form 10-K).
	h	Guaranty dated September 20, 2001 by Playboy Entertainment Group, Inc. in favor of Kingston Andrita LLC (incorporated by reference to Exhibit 10.3(c) from the September 30, 2001 Form 10-Q).
10.18	Itasca Warehouse Lease Documents.
	a	Agreement dated as of September 6, 1996 between Centerpoint Properties Corporation and Playboy Enterprises, Inc. (incorporated by reference to Exhibit 10.23 from the 1996 Form 10-K).
	b	Amendment to September 6, 1996 Lease dated June 1, 1997 (incorporated by reference to Exhibit 10.25(b) from Playboy's annual report on Form 10-K for the year ended June 30, 1997 (the "1997 Form 10-K")).
	c	Real Estate Sublease Agreement dated October 2, 2000 between Playboy Enterprises, Inc. and Infinity Resources, Inc. (incorporated by reference to Exhibit 10.20(c) from the 2000 Form 10-K).
10.19	Selected Company Remunerative Plans.
	a	Executive Protection Program dated March 1, 1990 (incorporated by reference to Exhibit 10.18(c) from the 1995 Form 10-K).
	b	Amended and Restated Deferred Compensation Plan for Employees effective January 1, 1998.
	c	Amended and Restated Deferred Compensation Plan for Board of Directors' effective January 1, 1998.
	(items (b) and (c) incorporated by reference to Exhibits 10.2(a) and (b), respectively, from our quarterly report on Form 10-Q for the quarter ended June 30, 1998)
10.20	1989 Option Plan.
	a	Playboy Enterprises, Inc. 1989 Stock Option Plan, as amended, For Key Employees (incorporated by reference to Exhibit 10.4(mm) from the 1991 Form 10-K).
	b	Playboy Enterprises, Inc. 1989 Stock Option Agreement.
	c	Letter dated July 18, 1990 pursuant to the June 7, 1990 recapitalization regarding adjustment of options.
	(items (b) and (c) incorporated by reference to Exhibits 10.19(c) and (d), respectively, from the 1995 Form 10-K)
	d	Consent and Amendment regarding the 1989 Option Plan (incorporated by reference to Exhibit 10.4(aa) from the 1991 Form 10-K).
10.21	1991 Directors' Plan.
	a	Playboy Enterprises, Inc. 1991 NonQualified Stock Option Plan for NonEmployee Directors, as amended.

	b	Playboy Enterprises, Inc. 1991 NonQualified Stock Option Agreement for NonEmployee Directors.
	(items (a) and (b) incorporated by reference to Exhibits 10.4(rr) and (nn), respectively, from the 1991 Form 10-K)
10.22	1995 Stock Incentive Plan.
	a	Amended and Restated Playboy Enterprises, Inc. 1995 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 from Playboy's quarterly report on Form 10-Q for the quarter ended June 30, 1999 (the "June 30, 1999 Form 10-Q")).
	b	Form of NonQualified Stock Option Agreement for NonQualified Stock Options which May be granted under the Plan.
	c	Form of Incentive Stock Option Agreement for Incentive Stock Options which May be granted under the Plan.
	d	Form of Restricted Stock Agreement for Restricted Stock issued under the Plan
	(items (b), (c) and (d) incorporated by reference to Exhibits 4.3, 4.4 and 4.5, respectively, from our Registration Statement No. 33-58145 on Form S-8 dated March 20, 1995)
	e	Form of Section 162(m) Restricted Stock Agreement for Section 162(m) Restricted Stock issued under the Plan (incorporated by reference to Exhibit 10.1(e) from the 1997 Form 10-K).
10.23	1997 Directors' Plan.
	a	1997 Equity Plan for NonEmployee Directors of Playboy Enterprises, Inc., as amended (incorporated by reference to Exhibit 10.25(a) from the 2000 Form 10-K).
	b	Form of Restricted Stock Agreement for Restricted Stock issued under the Plan (incorporated by reference to Exhibit 10.1(b) from Playboy's quarterly report on Form 10-Q for the quarter ended September 30, 1997).
10.24	Form of Nonqualified Option Agreement between Playboy Enterprises, Inc. and each of Dennis S. Bookshester and Sol Rosenthal (incorporated by reference to Exhibit 4.4 from Playboy's Registration Statement No. 333-30185 on Form S-8 dated November 13, 1996).
10.25	Employee Stock Purchase Plan.
	a	Playboy Enterprises, Inc. Employee Stock Purchase Plan, as amended and restated (incorporated by reference to Exhibit 10.2 from Playboy's quarterly report on Form 10-Q for the quarter ended March 31, 1997).
	b	Amendment to Playboy Enterprises, Inc. Employee Stock Purchase Plan, as amended and restated (incorporated by reference to Exhibit 10.4 from the June 30, 1999 Form 10-Q).
10.26	Selected Employment, Termination and Other Agreements.
	a	Form of Severance Agreement by and between Playboy Enterprises, Inc. and each of James English, Linda Havard, Christie Hefner, Martha Lindeman, Richard Rosenzweig, Howard Shapiro, Alex Vaickus and David Zucker (incorporated by reference to Exhibit 10.23(a) from the 2001 Form 10-K).
	b	Letter Agreement dated December 30, 2000 regarding employment of James English (incorporated by reference to Exhibit 10.28(g) from the 2000 Form 10-K).
	c	Employment Agreement dated May 14, 2002 between David Zucker and Playboy Enterprises, Inc.

	d	Memorandum dated May 21, 2002 regarding severance agreement for Linda Havard.
	(items (c) and (d) incorporated by reference to Exhibits 10.5 and 10.6, respectively, from the June 30, 2002 Form 10-Q)
10.27	11% Senior Secured Notes due 2010 (see Exhibit 4.1).
12	Computation of Ratio of Earnings to Fixed Charges.
21	Subsidiaries.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Deloitte & Touche LLP.
23.3*	Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois) (included in Exhibit 5.1).
24	Powers of Attorney (included on signature pages to the registration statement).
25	Form T-1 Statement of Eligibility of Bank One, National Association to act as trustee under the indenture.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
99.4	Form of Letter to Clients.

*

To be filed by amendment.

#

Certain information omitted pursuant to a request for confidential treatment filed separately with and granted by the SEC.

&

Certain information omitted pursuant to a request for confidential treatment filed separately with the SEC.

EX-3.3

                                                                     Exhibit 3.3

                          CERTIFICATE OF INCORPORATION

                                       OF

                               PEI HOLDINGS, INC.

          The undersigned incorporator, in order to form a corporation under the
General Corporation Law of the State of Delaware (the "General Corporation
Law"), certifies as follows:

          1.   NAME.  The name of the corporation is PEI Holdings, Inc. (the
"Corporation").

          2.   ADDRESS; REGISTERED OFFICE AND AGENT. The address of the
Corhoradon's registered office is 9 East Loockerman Street, City of Dover,
County of Kent, State of Delaware, 19801; and its registered agent at such
address is National Corporate Research Ltd.

          3.   PURPOSES. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law.

          4.   NUMBER OF SHARES. The total number of shares of stock that the
Corporation shall have authority to issue is: One-thousand (1,000), all of which
shall be shares of Common Stock of the par value of one cent ($0.01) each.

          5.   NAME AND MAILING ADDRESS OF INCORPORATOR. The name and mailing
address of the incorporator are: Tarun M. Stewart, Esq., Paul, Weiss, Rifkind,
Wharton & Garrison, 1285 Avenue of the Americas, New York, New York 10019-6064.

          6.   ELECTION OF DIRECTORS. Members of the Board of Directors of the
Corporation (the "Board") may be elected either by written ballot or by voice
vote.



          7.   LIMITATION OF LIABILITY. No director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that this provision shall
not eliminate or limit the liability of a director (a) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under section 174 of the General Corporation Law
or (d) for any transaction from which the director derived any improper personal
benefits.

          Any repeal or modification of the foregoing provision shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.

          8.   INDEMNIFICATION.

               8.1    To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director or
officer of the Corporation, or, at the request of the Corporation, is or was
serving as a director or officer of any other corporation or in a capacity with
comparable authority or responsibilities for any partnership, joint venture,
trust, employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees, disbursements and other
charges). Persons who are not directors or officers of the Corporation (or
otherwise entitled to indemnification pursuant to the preceding sentence) may be
similarly indemnified in respect of service to the Corporation or to an Other
Entity at the request of the Corporation to the extent the Board at any time
specifies that such persons are entitled to the benefits of this Section 8.

                                        2


               8.2    The Corporation shall, from time to time, reimburse or
advance to any director or officer or other person entitled to indemnification
hereunder the funds necessary for payment of expenses, including attorneys' fees
and disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding; PROVIDED, HOWEVER, that, if required by
the General Corporation Law, such expenses incurred by or on behalf of any
director or officer or other person may be paid in advance of the final
disposition of a Proceeding only upon receipt by the Corporation of an
undertaking, by or on behalf of such director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such director, officer or other person is not
entitled to be indemnified for such expenses.

               8.3    The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Certificate of Incorporation, the
By-laws of the Corporation (the "By-laws"), any agreement, any vote of
stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office.

               8.4    The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall continue as to a person who has ceased to be a director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees of such person.

               8.5    The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director,

                                        3


officer, employee or agent of an Other Entity, against any liability asserted
against such person and incurred by such person in any such capacity, or arising
out of such person's status as such, whether or not the Corporation would have
the power to indemnify such person against such liability under the provisions
of this Section 8, the By-laws or under section 145 of the General Corporation
Law or any other provision of law.

               8.6    The provisions of this Section 8 shall be a contract
between the Corporation, on the one hand, and each director and officer who
serves in such capacity at any time while this Section 8 is in effect and any
other person entitled to indemnification hereunder, on the other hand, pursuant
to which the Corporation and each such director, officer, or other person intend
to be, and shall be, legally bound. No repeal or modification of this Section 8
shall affect any rights or obligations with respect to any state of facts then
or theretofore existing or thereafter arising or any proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any such state
of facts.

               8.7    The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board, its independent legal counsel and its
stockholders) to have made a determination prior to the commencement of such
action that such indemnification or reimbursement or advancement of expenses is
proper in the circumstances nor an actual determination by the Corporation
(including its Board, its independent legal counsel and its stockholders) that
such person is not entitled to such indemnification or reimbursement or
advancement of expenses shall constitute a defense to the action or create a
presumption that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or

                                        4


her right to such indemnification or reimbursement or advancement of expenses,
in whole or in part, in any such proceeding.

               8.8    Any director or officer of the Corporation serving in any
capacity of (a) another corporation of which a majority of the shares entitled
to vote in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

               8.9    Any person entitled to be indemnified or to reimbursement
or advancement of expenses as a matter of right pursuant to this Section 8 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; PROVIDED, HOWEVER, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the law in effect at the time indemnification or reimbursement or advancement
of expenses is sought.

          9.   ADOPTION, AMENDMENT AND/OR REPEAL OF BY-LAWS. The Board may from
time to time adopt, amend or repeal the By-laws of the Corporation; PROVIDED,
HOWEVER, that any By-laws adopted or amended by the Board may be amended or
repealed, and any By-laws may be adopted, by the stockholders of the Corporation
by vote of a majority of the holders of shares of stock of the Corporation
entitled to vote in the election of directors of the Corporation.

          10.  ACTION BY STOCKHOLDERS. Notwithstanding the provisions of section
228 of the General Corporation Law (or any successor statute), any action

                                        5


required or permitted by the General Corporation Law to be taken at any annual
or special meeting of stockholders of the Corporation may be taken only at such
an annual or special meeting of stockholders and cannot be taken by written
consent without a meeting.

          WITNESS the signature of this Certificate this 24th day of November,
1998.

                                        /s/  Tarun M. Stewart
                                        ----------------------------------------
                                        Tarun M. Stewart, Esq.

                                        6


                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

     PEI HOLDINGS, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     The present registered agent of the corporation is National Corporate
Research, Ltd. and the present registered office of the corporation is in the
county of Kent.

     The Board of Directors of PEI Holdings, Inc. adopted the following
resolution on AUGUST 13, 1999:

     Resolved, that the registered office of National Corporate Research, Ltd.
in the State of Delaware be and it hereby is changed to The Corporation Trust
Company, Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, and the authorization of the present
registered agent of this corporation be and the same is hereby withdrawn, and
THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed
the registered agent of this corporation at the address of its registered
office.

     IN WITNESS WHEREOF, PEI Holdings, Inc. has caused this statement to be
signed by Howard Shapiro, its Vice President and Secretary, this 13TH DAY OF
AUGUST, 1999.

                                        /s/ Howard Shapiro
                                        ----------------------------------------
                                        Howard Shapiro
                                        Vice President and Secretary

                                        7


                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                               PEI HOLDINGS, INC.

                                   ----------

                     Pursuant to Section 242 of the General

                    Corporation Law of the State of Delaware

                                   ----------

          PEI HOLDINGS, INC., a corporation duly organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that:

          FIRST: Section four (4) of the Corporation's Certificate of
Incorporation is hereby amended to read in its entirety as set forth below:

          "4.  CAPITAL STOCK. The total number of shares of stock which the
          Corporation shall have authority to issue is five thousand eight
          hundred (5,800), of which the Corporation will have authority to issue
          eight hundred (800) shares of Common Stock of the par value of one
          cent ($0.01) per share and five thousand (5,000) shares of Preferred
          Stock of the par value of one cent ($0.01) per share.

               4.1    The Board is expressly authorized to provide for the
          issuance of all or any shares of the Preferred Stock in one or more
          classes or series, and to fix for each such class or series such
          voting powers, full or limited, or no voting powers, and such
          distinctive designations, preferences and relative, participating,
          optional or other special rights and such qualifications, limitations
          or restrictions thereof, as shall be stated and expressed in the
          resolution or resolutions adopted by the Board providing for the
          issuance of such class or series and as may be permitted by the
          General Corporation Law, including, without limitation, the authority
          to provide that any such class or series may be (i) subject to
          redemption at such time or times and at such price or prices; (ii)
          entitled to receive dividends (which may be cumulative or
          non-cumulative) at such rates, on such conditions, and at such times,
          and payable in preference to, or in such relation to, the dividends
          payable on any other class or classes or any other series; (iii)
          entitled to such rights upon the dissolution of, or upon any
          distribution of the assets of, the Corporation; or (iv) convertible
          into, or exchangeable for, shares of any other class or classes of
          stock, or of any other series of the same or any other class or
          classes of stock, of the

                                        8


          Corporation at such price or prices or at such rates of exchange and
          with such adjustments; all as may be stated in such resolution or
          resolutions."

          SECOND: Section ten (10) of the Certificate of Incorporation of the
Corporation is hereby deleted in its entirety.

          THIRD: The foregoing amendments to the Certificate of Incorporation.
of the Corporation were duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

                            [Signature page follows.]

                                        9


     IN WITNESS WHEREOF, PEI Holdings, Inc. has caused this Certificate of
Amendment to be executed by its duly authorized officer this 7th day of March
2003.


                                        PEI HOLDINGS, INC.


                                        By: /s/ Howard Shapiro
                                            ------------------------------------
                                            Name:  Howard Shapiro
                                            Title: Vice President and Secretary

                                       10


                        CERTIFICATE OF THE DESIGNATIONS,
                         POWERS, PREFERENCES AND RIGHTS
                                       OF
                      SERIES A EXCHANGEABLE PREFERRED STOCK
                                       OF
                               PEI HOLDINGS, INC.

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

     PEI Holdings, Inc., a Delaware corporation (the "COMPANY"), hereby
certifies that the following resolution was adopted by the Board of Directors of
the Company:

     "RESOLVED, that pursuant to the authority expressly granted to and vested
in the Board of Directors of the Company (the "BOARD OF DIRECTORS") by the
provisions of the certificate of incorporation of the Company (the "CERTIFICATE
OF INCORPORATION"), there is hereby created, out of the 5,000 shares of
preferred stock, par value $0.01 per share, of the Company authorized in Article
Fourth of the Certificate of Incorporation (the "PREFERRED STOCK"), a series of
the Preferred Stock consisting of 1,500 shares, which series shall have the
following powers, designations, preferences and relative, participating,
optional or other rights, and the following qualifications, limitations and
restrictions (in addition to any powers, designations, preferences and relative,
participating, optional or other rights, and any qualifications, limitations and
restrictions, set forth in the Certificate of Incorporation which are applicable
to the Preferred Stock):

     Section 1.    DESIGNATION OF AMOUNT.

     The shares of Preferred Stock created hereby shall be designated the
"Series A Exchangeable Preferred Stock" (the "SERIES A PREFERRED STOCK") and the
authorized number of shares constituting such series shall be 1,500. The stated
value per share shall be $10,000 (the "STATED VALUE").

     Section 2.    DIVIDENDS.

             (a)   The holders of the then outstanding shares of Series A
Preferred Stock will be entitled to receive, when, as and if declared by the
Board of Directors out of funds of the Company legally available therefore,
cumulative dividends, accruing from the Original Issuance Date (as hereinafter
defined) through and including the date on which such dividends are paid at the
annual rate of 8% (the "APPLICABLE RATE") of the Liquidation Preference (as
hereinafter defined) per share of the Series A Preferred Stock. From the
Original Issuance Date until the date that is 90 days after such date (the
"INITIAL DIVIDEND PERIOD"), dividends on the Series A Preferred Stock shall be
paid in cash on the last day of each thirty (30) day period; PROVIDED, that if
such payment date is not a Business Day, then such dividend shall be payable on
the next Business Day; PROVIDED,



FURTHER, that if such payment in cash would not be permitted at the time to be
paid in cash (the "CASH DIVIDEND BLOCK") under the Indenture (as hereinafter
defined), no cash dividends shall be paid or payable with respect to the Initial
Dividend Period, until such time as the payment of dividends in cash is no
longer prohibited by the terms of the Indenture. In the event of a Cash Dividend
Block, the Company may, at its option, pay any such dividend in Class B Common
Stock, par value $0.01 per share (the "CLASS B COMMON STOCK"), of Playboy
Enterprises, Inc. ( "PARENT"). After the Initial Dividend Period, dividends on
the Series A Preferred Stock will be payable on a semi-annual basis (i) by the
issuance of additional shares of Series A Preferred Stock, (ii) in shares of
Class B Common Stock or (iii) any combination thereof (at the election of the
Company), and such dividend payments shall be made on the last day of each June
and December, PROVIDED, that if any such payment date is not a Business Day then
such dividend shall be payable on the next Business Day. Accumulated and unpaid
dividends for any prior period may be paid at any time. Such dividends shall be
deemed to accrue on the Series A Preferred Stock from the Original Issuance Date
and shall be cumulative whether or not earned or declared and whether or not
there are profits, surplus or other funds of the Company legally available for
the payment of dividends. The term "ORIGINAL ISSUANCE DATE" means the date on
which the Series A Preferred was issued to the holder pursuant to the Exchange
Agreement. The term "Indenture" means that certain Indenture dated as of the
Closing Date (as hereinafter defined), among the Company, Parent, certain
subsidiaries of the Parent and Bank One, N.A., as Trustee). The dividends
provided for in this Section 2(a) are hereinafter referred to as "BASE
DIVIDENDS." Any dividend paid in the manner specified in this Section 2, if so
paid, shall be deemed paid in full.

             (b)   Any dividend payments to be made by (x) issuing shares of
Series A Preferred Stock shall be made by issuing the number of shares of Series
A Preferred Stock (including fractions calculated to the nearest 1/100,000th of
a share) determined by dividing the amount of accrued and unpaid Base Dividends
payable as of the dividend payment date by the Stated Value; or (y) delivering
shares of Class B Common Stock shall be made by delivering the number of shares
of Class B Common Stock (rounded up in the case of fractions to the next whole
share) determined by dividing the amount of accrued but unpaid Base Dividends
payable as of the dividend payment date by the weighted average closing price of
the Class B Common Stock over the 90-day period immediately preceding the
dividend payment date.

             (c)   If full cumulative Base Dividends are not paid in full, or
declared in full and sums set apart in trust with a bank or trust company for
the payment thereof, upon the shares of Series A Preferred Stock and the shares
of any other series of capital stock of the Company ranking on a parity as to
dividends with the Series A Preferred Stock ("PARITY DIVIDEND STOCK"), all
dividends declared upon shares of Series A Preferred Stock and upon all Parity
Dividend Stock shall be paid or declared pro rata so that in all cases the
amount of dividends paid or declared per share on the Series A Preferred Stock

                                        2


and such Parity Dividend Stock shall bear to each other the same ratio that
unpaid accumulated dividends per share, including dividends accrued or in
arrears, if any, on the shares of Series A Preferred Stock and, such other
shares of Parity Dividend Stock, bear to each other. Unless and until full
cumulative Base Dividends on the shares of Series A Preferred Stock in respect
of all past semi-annual dividend periods have been paid, and the full amount of
Base Dividends on the shares of Series A Preferred Stock in respect of the then
current semi-annual dividend period shall have been or are contemporaneously
declared in full and sums set aside in trust with a bank or trust company for
the payment thereof, no dividends shall be paid or declared or set aside for
payment or other distribution upon the Common Stock, par value $0.01 per share,
of the Company or any other capital stock of the Company ranking junior to the
Series A Preferred Stock as to dividends (other than in shares of, or warrants
or rights to acquire, solely capital stock of the Company ranking junior to the
Series A Preferred Stock as to dividends or as to distributions upon
liquidation, dissolution or winding up of the Company).

     The terms "accrued dividends," "dividends accrued" and "dividends in
arrears, whenever used herein with reference to shares of Series A Preferred
Stock shall be deemed to mean an amount which shall be equal to Base Dividends
thereon at the Applicable Rate per share from the date or dates on which such
dividends commence to accrue to the end of the then current semi-annual (if,
after the Initial Dividend Period) dividend period (or, in the cast of
redemption or exchange, to the date of redemption or exchange), whether or not
earned or declared and whether or not assets of the Company are legally
available therefor, and if full dividends are not declared or paid, then such
dividends shall cumulate, with additional dividends thereon, compounded
semi-annually (if after the Initial Dividend Period), at the Applicable Rate,
for each semi-annual (if, after the Initial Dividend Period) period during which
such dividends remain unpaid.

     After the Initial Dividend Period, the amount of any Base Dividends per
share of Series A Preferred Stock for any full semi-annual period shall be
computed by multiplying the Applicable Rate for such semi-annual dividend period
by the Liquidation Preference per share and dividing the result by two. Base
Dividends payable on shares of Series A Preferred Stock for any period less than
a full semi-annual dividend period shall be computed on the basis of a 360-day
year of twelve 30-day months and the actual number of days elapsed for any
period less than one month.

     Section 3.    LIQUIDATION PREFERENCE.

             (a)   In the event of a liquidation, dissolution or winding up of
the Company, whether voluntary or involuntary (a "LIQUIDATION"), the holders of
the Series A Preferred Stock then outstanding shall be entitled to receive out
of the assets of the Company available for distribution to the Company's
stockholders, after payment of the liquidation preference of any Senior
Liquidation Stock (as hereinafter defined), an amount on such date equal to the
Stated Value per share of Series A Preferred Stock (the "LIQUIDATION
PREFERENCE")

                                        3


plus an amount equal to any accrued and unpaid Base Dividends as of such date,
calculated pursuant to Section 2 and no more. Such payment shall be made before
any payment shall be made or any assets distributed to the holders of any class
or series of the Common Stock or any other Junior Liquidation Stock (as
hereinafter defined). If upon. any Liquidation, the amounts payable with respect
to the Series A Preferred Stock and any Parity Liquidation Stock (as hereinafter
defined) are not paid in full, holders of the Series A Preferred Stock and any
Parity Liquidation Stock will share ratably in any distribution of the assets of
the Company in proportion to the respective amounts that would be payable per
share, if the assets of the Company were sufficient for all such amounts to be
paid in full. Neither the consolidation or merger of the Company into or with
any other entity, nor the sale or transfer by the Company of all or any part of
its assets, nor the reduction of the capital stock of the Company, shall be
deemed to be a Liquidation.

             (b)   Any assets to be delivered to the holders of the Series A
Preferred Stock pursuant to this Section 3 as a consequence of a Liquidation
shall be valued at their fair market value as determined in good faith by the
Board of Directors of the Company, whose determination shall be conclusive and
binding absent manifest error.

     Section 4.    MANDATORY REDEMPTION.

     On September 15, 2010 (the "FINAL REDEMPTION DATE"), the Company shall,
subject to any limitations or restrictions imposed by law, redeem all shares of
Series A Preferred Stock that are then outstanding at a redemption price per
share equal to the Liquidation Preference thereof plus an amount equal to any
accrued and unpaid Base Dividends as of the Final Redemption Date (the "FINAL
REDEMPTION PRICE"). The Final Redemption Price shall be paid, at the Company's
option, in either (i) cash, (ii) shares of Class B Common Stock or (iii) any
combination thereof. The number of shares of Class B Common Stock to which a
holder of Series A Preferred Stock shall be entitled upon redemption pursuant to
clause (ii) shall be determined by dividing (x) the Liquidation Preference of
such Series A Preferred Stock plus the amount of any accrued but unpaid Base
Dividends as of the Final Redemption Date by (y) the weighted average closing
price of the Class B Common Stock over the 90-day period immediately preceding
the Final Redemption Date. Not less than ten (10) days prior to the Final
Redemption Date, notice by first class mail, postage prepaid, shall be given to
each holder of record of the Series A Preferred Stock, at such holder's address
as it shall appear upon the stock register of the Company on such date. Each
notice shall specify the Final Redemption Price, the form of payment of the
Final Redemption Price, the place or places of payment and that payment will be
made upon presentation and surrender of the certificate(s) evidencing the shares
of Series A Preferred Stock to be redeemed. On or after the Final Redemption
Date, each holder of shares of Series A Preferred Stock shall surrender the
certificate evidencing such shares to the Company at the place designated in
such notice

                                        4


and shall thereupon be entitled to receive payment of the Final Redemption Price
in the manner set forth in the notice.

     Section 5.    STATUS OF REDEEMED SHARES.

     Any shares of Series A Preferred Stock which shall at any time have been
redeemed pursuant to Section 4 hereof shall, after such redemption, have the
status of authorized but unissued shares of Preferred Stock, without designation
as to series, and shall not be reissued as Series A Preferred Stock. On the
Final Redemption Date, notwithstanding that the certificates evidencing any
shares so called for redemption shall not have been surrendered, the shares
shall no longer be deemed outstanding, the dividends shall cease to accumulate,
the holders thereof shall cease to be stockholders, and all rights whatsoever
with respect to the Series A Preferred (except the right of the holders to
receive the Final Redemption Price upon surrender of their certificates
therefor) shall terminate, except to the extent the Company shall default in
payment of the Final Redemption Price on the Final Redemption Date.

     Section 6.    VOTING RIGHTS.

     Except as required by applicable law, the holders of outstanding shares of
the Series A Preferred Stock shall have no voting rights or powers.

     Section 7.    MANDATORY EXCHANGE.

             (a)   GENERAL. Upon the date that the Amended and Restated
Certificate of Incorporation of Playboy Enterprises, Inc. ("PARENT") is amended
to allow for the issuance of preferred stock (the "AMENDMENT DATE"), the holders
of shares of Series A Preferred Stock then outstanding will be required to
exchange any or all their shares of Series A Preferred Stock for a number of
fully paid and non-assessable shares (calculated as to each exchange to the
nearest 1/100,000th of a share) of Class B Common Stock, subject to and in
compliance with the provisions of this Section 7. The number of shares of Class
B Common Stock to which a holder of Series A Preferred Stock shall be entitled
upon exchange shall be determined by dividing (x) the Liquidation Preference of
such Series A Preferred Stock plus the amount of any accrued but unpaid Base
Dividends thereon as of the Amendment Date by (y) the Exchange Price (determined
as provided in this Section 7).

             (b)   EXCHANGE PRICE. The exchange price (the "EXCHANGE PRICE")
shall be equal to the weighted average closing price of the Class B Common Stock
over the 90-day period immediately prior to the Amendment Date (adjusted as
appropriate for stock dividends, stock splits and similar events).

             (c)   FRACTIONS OF SHARES. The Company shall not deliver any
fractional shares of Class B Common Stock upon exchange of the Series A

                                        5


Preferred Stock. Instead the Company shall round the results of an exchange down
to the nearest full share of Class B Common Stock.

             (d)   SURRENDER OF CERTIFICATES.

                   (i)    The Company shall provide at least three (3) Business
             Days' prior written notice (the "MANDATORY EXCHANGE NOTICE") to the
             holders of shares of Series A Preferred Stock of the Amendment
             Date. The Mandatory Exchange Notice shall include the Liquidation
             Preference of the shares of Series A Preferred Stock to be
             exchanged and the place designated by the Company to surrender
             Series A Preferred Stock certificates.

                   (ii)   On or before the Amendment Date, each holder of shares
             of Series A Preferred Stock shall (A) surrender the certificate or
             certificates evidencing all of such holder's shares of Series A
             Preferred Stock to the Company at the place designated in such
             Mandatory Exchange Notice, and shall thereafter receive
             certificates for the number of shares of Class B Common Stock to
             which such holder is entitled. On the Amendment Date,
             notwithstanding that the certificates evidencing any shares so
             exchanged have not been surrendered, the shares shall no longer be
             deemed outstanding, the dividends shall cease to accumulate, the
             holders thereof shall cease to be stockholders, all rights
             whatsoever with respect to the Series A Preferred Stock so
             exchanged will terminate, and the holders entitled to receive the
             Class B Common Stock issuable upon exchange shall be treated for
             all purposes as the record holder or holders of such Class B Common
             Stork as and after such time. As promptly as practicable on or
             after the Amendment Date, the Company shall deliver at any office
             or agency of the Company maintained for the surrender of Series A
             Preferred Stock a certificate or certificates for the number of
             full shares of Class B Common Stock deliverable upon exchange.

             (c)   STATUS OF EXCHANGED SERIES A PREFERRED STOCK. Any shares of
Series A Preferred Stock which shall have been exchanged pursuant to Section 7
hereof, shall, after such exchange, have the status of authorized but unissued
shares of Preferred Stock, without designation as to series, and shall not be
reissued as Series A Preferred Stock.

     Section 8.    TAXES ON EXCHANGES, REDEMPTION AND DIVIDENDS. The Company
will pay any and all original issuance, transfer, stamp and other similar taxes
that may be payable in respect of the delivery of shares of Series A Preferred
Stock or shares of Class B Common Stock on exchange, redemption or in payment of
dividends pursuant hereto. The Company shall not, however, be

                                        6


required to pay any tax which may be payable in respect of any transfer involved
in the delivery of shares of Series A Preferred Stock or shares of Class B
Common Stock in a name other than that of the holder of the share(s) of Series A
Preferred Stock to be exchanged, redeemed or paid upon, and no such delivery
shall be made unless and until the Person requesting such delivery has paid. to
the Company the amount of any such tax, or has established to the reasonable
satisfaction of the Company that such tax has been or will be paid.

     Section 9.    CERTAIN DEFINITIONS. The following terms shall have the
following respective meanings herein:

             "BUSINESS DAY" means a day other than a Saturday, Sunday or day on
     which banking institutions in New York are authorized or required to remain
     closed.

             "CLOSING DATE" means the Closing Date as defined in that certain
     Purchase Agreement, dated March 6, 2003, among the Company, Parent, the
     subsidiary guarantors listed on Schedule B thereto, Banc of America
     Securities LLC and Lazard Freres & Co. LLC.

             "EXCHANGE AGREEMENT" means that certain Exchange Agreement, dated
     as of the Closing Date, among Hugh M. Hefner, Playboy.com, Inc., the
     Company and Parent.

             "JUNIOR LIQUIDATION STOCK" means any class or series of capital
     stock of the Company that, with respect to distributions upon liquidation,
     dissolution or winding up of the Company, ranks junior to the Series A
     Preferred Stock.

             "PARITY LIQUIDATION STOCK" means any class or series of capital
     stock of the Company that, with respect to distributions upon liquidation,
     dissolution or winding up of the Company, ranks on parity to the Series A
     Preferred Stock.

             "SENIOR LIQUIDATION STOCK" means any class or series of capital
     stock of the Company that, with respect to distributions upon liquidation,
     dissolution or winding up of the Company, ranks senior to the Series A
     Preferred Stock.

                            [Execution Page Follows]

                                        7


          IN WITNESS WHEREOF, the Company has caused this Certificate of
Designations to be signed by Howard Shapiro, its Vice President and Secretary,
this 7th day of March, 2003.

                                         PEI HOLDINGS, INC.


                                         By: /s/ Howard Shapiro
                                             -----------------------------------
                                             Name:  Howard Shapiro
                                             Title: Vice President and Secretary

                                       8


                        CERTIFICATE OF THE DESIGNATIONS,
                         POWERS, PREFERENCES AND RIGHTS
                                       OF
                      SERIES B EXCHANGEABLE PREFERRED STOCK
                                       OF
                               PEI HOLDINGS, INC.

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

     PEI Holdings, Inc., a Delaware corporation (the "COMPANY"), hereby
certifies that the following resolution was adopted by the Board of Directors of
the Company:

     "RESOLVED, that pursuant to the authority expressly granted to and vested
in the Board of Directors of the Company (the "BOARD OF DIRECTORS") by the
provisions of the certificate of incorporation of the Company (the "CERTIFICATE
OF INCORPORATION"), there is hereby created, out of the 5,000 shares of
preferred stock, par value $0.01 per share, of the Company authorized in Article
Fourth of the Certificate of Incorporation (the "PREFERRED STOCK"), a series of
the Preferred Stock consisting of 1,670 shares, which series shall have the
following powers, designations, preferences and relative, participating,
optional or other rights, and the following qualifications, limitations and
restrictions (in addition to any powers, designations, preferences and relative,
participating, optional or other rights, and any qualifications, limitations and
restrictions, set forth in the Certificate of Incorporation which are applicable
to the Preferred Stock):

          Section 1.      DESIGNATION OF AMOUNT; RANK.

                   (a)    The shares of Preferred Stock created hereby shall be
designated the "Series B Exchangeable Preferred Stock" (the "SERIES B PREFERRED
STOCK") and the authorized number of shares constituting such series shall be
1,670. The stated value per share shall be $10,000 (the "STATED VALUE").

                   (b)    The Series B Preferred Stock shall rank on a parity
with the Company's Series A Exchangeable Preferred Stock, par value $.01 per
share, both as to dividends and as to distributions upon the liquidation,
dissolution or winding up of the Company.

          Section 2.      DIVIDENDS.

                   (a)    The holders of the then outstanding shares of Series B
Preferred Stock will be entitled to receive, when, as and if declared by the
Board of Directors out of funds of the Company legally available therefor,
cumulative cash dividends, accruing from the Original Issuance Date (as
hereinafter defined) through and including the date on which such dividends are
paid at the annual rate of 8% (the "APPLICABLE RATE") of the Liquidation
Preference (as hereinafter defined) per share of the

                                        9


Series B Preferred Stock, payable in cash in arrears on the last day of each
June and December, commencing on June 30, 2003; PROVIDED, that if payment in
cash would not be permitted at the time (the "CASH DIVIDEND BLOCK") under the
Indenture (as hereinafter defined), no cash dividends shall be paid or payable,
until such time as the payment of dividends in cash is no longer prohibited by
the terms of the Indenture. In the event of a Cash Dividend Block, the Company
may, at its option, pay any such dividend in Class B Common Stock, par value
$0.01 per share (the "CLASS B COMMON STOCK"), of Playboy Enterprises, Inc.
("PARENT"). If a dividend payment date is not a Business Day then such dividend
shall be payable on the next Business Day. Accumulated and unpaid dividends for
any prior period may be paid at any time. Such dividends shall be deemed to
accrue on the Series B Preferred Stock from the Original Issuance Date and shall
be cumulative whether or not earned or declared and whether or not there are
profits, surplus or other funds of the Company legally available for the payment
of dividends. The term "ORIGINAL ISSUANCE DATE" means the date on which the
Series B Preferred was issued to the holder pursuant to the Exchange Agreement.
The term "Indenture" means that certain Indenture dated as of the Closing Date
(as hereinafter defined), among the Company, Parent, certain subsidiaries of the
Parent and Bank One, N.A., as Trustee. The dividends provided for in this
Section 2(a) are hereinafter referred to as "BASE DIVIDENDS." Any dividend paid
is the manner specified in this Section 2, if so paid, shall be deemed paid in
full.

                   (b)    In the event of a Cash Dividend Block, any dividend
payments to be made by delivering shares of Class B Common Stock shall be made
by delivering the number of shares of Class B Common Stock (rounded up in the
case of fractions to the next whole share) determined by dividing the amount of
accrued but unpaid Base Dividends payable as of the dividend payment date by the
weighted average closing price of the Class B Common Stock over the 90-day
period immediately preceding the dividend payment date.

                   (c)    If full cumulative Base Dividends are not paid in
full, or declared in full and sums set apart in trust with a bank or trust
company for the payment thereof, upon the shares of Series B Preferred Stock and
the shares of any other series of capital stock of the Company ranking on a
parity as to dividends with the Series B Preferred Stock ("PARITY DIVIDEND
STOCK"), all dividends declared upon shares of Series B Preferred Stock and upon
all Parity Dividend Stock shall be paid or declared pro rata so that in all
cases the amount of dividends paid or declared per share on the Series B
Preferred Stock and such Parity Dividend Stock shall bear to each other the same
ratio that unpaid accumulated dividends per share, including dividends accrued
or in arrears, if any, on the shares of Series B Preferred Stock and such other
shares of Parity Dividend Stock, bear to each other. Unless and until full
cumulative Base Dividends on the shares of Series B Preferred Stock in respect
of all past semi-annual dividend periods have been paid, and the full amount of
Base Dividends on the shares of Series B Preferred Stock in respect of the then
current semi-annual dividend period shall have been or are contemporaneously
declared in full and sums set aside in trust with a bank or trust company for
the payment thereof, no dividends shall be paid or declared or set aside for

                                       10


payment or other distribution upon the Common Stock, par value $0.01 per share,
of the Company or any other capital stock of the Company ranking junior to the
Series B Preferred Stock as to dividends (other than in shares of, or warrants
or rights to acquire, solely capital stock of he Company ranking junior to the
Series B Preferred Stock as to dividends or as to distributions upon
liquidation, dissolution or winding up of the Company).

          The terms "accrued dividends," "dividends accrued" and "dividends in
arrears," whenever used herein with reference to shares of Series B Preferred
Stock shall be deemed to mean an amount which shall be equal to Base Dividends
thereon at the Applicable Rate per share from the date or dates on which such
dividends commence to accrue to the end of the then current semi-annual dividend
period (or, in the case of redemption or exchange, to the date of redemption or
exchange), whether or not earned or declared and whether or not assets of the
Company are legally available therefor, and if full dividends are not declared
or paid, then such dividends shall cumulate, with additional dividends thereon,
compounded semi-annually, at the Applicable Rate, for each semi-annual period
during which such dividends remain unpaid.

          The amount of any Base Dividends per share of Series B Preferred Stock
for any full semi-annual period shall be computed by multiplying the Applicable
Rate for such semi-annual dividend period by the Liquidation Preference per
share and dividing the result by two. Base Dividends payable on shares of Series
B Preferred Stock for any period less than a full semi-annual dividend period
shall be computed on the basis of a 360-day year of twelve 30-day months and the
actual number of days elapsed for any period less than one month.

     Section 3.    LIQUIDATION PREFERENCE.

             (a)   In the event of a liquidation, dissolution or winding up of
the Company, whether voluntary or involuntary (a "LIQUIDATION"), the holders of
the Series B Preferred Stock then outstanding shall be entitled to receive out
of the assets of the Company available for distribution to the Company's
stockholders, after payment of the liquidation preference of any Senior
Liquidation Stock (as hereinafter defined), an amount on such date equal to the
Stated Value per share of Series B Preferred Stock (the "LIQUIDATION
PREFERENCE") plus an amount equal to any accrued and unpaid Base Dividends as of
such date, calculated pursuant to Section 2 and no more. Such payment shall be
made before any payment shall be made or any assets distributed to the holders
of any class or series of the Common Stock or any other Junior Liquidation Stock
(as hereinafter defined). If upon any Liquidation, the amounts payable with
respect to the Series B Preferred Stock and any Parity Liquidation Stock (as
hereinafter defined) are not paid in full, holders of the Series B Preferred
Stock and any Parity Liquidation Stock will share ratably in any distribution of
the assets of the Company in proportion to the respective amounts that would be
payable per share, if the assets of the Company were sufficient for all such
amounts to be paid in full. Neither the consolidation or merger of

                                       11


the Company into or with any other entity, nor the sale or transfer by the
Company of all or any part of its assets, nor the reduction of the capital stock
of the Company, shall be deemed to be a Liquidation; PROVIDED, that if the
aggregate consideration to be received by the holders of the Series B Preferred
Stock in any such transaction would be less than what such holders would have
received had such transaction been deemed to be a Liquidation, then such
transaction shall be deemed to be a Liquidation within the meaning of this
Section 3.

             (b)   Any assets to be delivered to the holders of the Series B
Preferred Stock pursuant to this Section 3 as a consequence of a Liquidation
shall be valued at their fair market value as determined in good faith by the
Board of Directors of the Company, whose determination shall be conclusive and
binding absent manifest error.

     Section 4.    MANDATORY REDEMPTION.

     On September 15, 2010 (the "FINAL REDEMPTION DATE"), the Company shall,
subject to any limitations or restrictions imposed by law, redeem all shares of
Series B Preferred Stock that are then outstanding at a redemption price per
share equal to the Liquidation Preference thereof plus an amount equal to any
accrued and unpaid Base Dividends as of the Final Redemption Date (the "FINAL
REDEMPTION PRICE"). The Final Redemption Price shall be paid, at the Company's
option, in either (i) cash, (ii) shares of Class B Common Stock or (iii) any
combination thereof. The number of shares of Class B Common Stock to which a
holder of Series B Preferred Stock shall be entitled upon redemption pursuant to
clause (ii) shall be determined by dividing (x) the Liquidation Preference of
such Series B Preferred Stock plus the amount of any accrued but unpaid Base
Dividends as of the Final Redemption Date by (y) the weighted average closing
price of the Class B Common Stock over the 90-day period immediately preceding
the Final Redemption Date. Not less than ten (10) days prior to the Final
Redemption Date, notice by first class mail, postage prepaid, shall be given to
each holder of record of the Series B Preferred Stock, at such holder's address
as it shall appear upon the stock register of the Company on such date. Each
notice shall specify the Final Redemption Price, the form of payment of the
Final Redemption Price, the place or places of payment and that payment will be
made upon presentation and surrender of the certificate(s) evidencing the shares
of Series B Preferred Stock to be redeemed. On or after the Final Redemption
Date, each holder of shares of Series B Preferred Stock shall surrender the
certificate evidencing such shares to the Company at the place designated in
such notice and shall thereupon be entitled to receive payment of the Final
Redemption Price in the manner set forth in the notice.

     Section 5.    STATUS OF REDEEMED SHARES.

     Any shares of Series B Preferred Stock which shall at any time have been
redeemed pursuant to Section 4 hereof shall, after such redemption, have the
status of authorized but unissued shares of Preferred Stock, without designation
as to series, and shall not be reissued as Series B Preferred Stock. On the
Final Redemption Date,

                                       12


notwithstanding that the certificates evidencing any shares so called for
redemption shall not have been surrendered, the shares shall no longer be deemed
outstanding, the dividends shall cease to accumulate, the holders thereof shall
cease to be stockholders, and all rights whatsoever with respect to the Series B
Preferred (except the right of the holders to receive the Final Redemption Price
upon surrender of their certificates therefore) shall terminate, except to the
extent the Company shall default in payment of the Final Redemption Price on the
Final Redemption Date.

     Section 6.    VOTING RIGHTS.

     Except as required by applicable law, the holders of outstanding shares of
the Series B Preferred Stock shall have no voting rights or powers.

     Section 7.    MANDATORY EXCHANGE.

             (a)   GENERAL. Upon the date that the Amended and Restated
Certificate of Incorporation of Playboy Enterprises, Inc. ("PARENT") is amended
to allow for the issuance of preferred stock (the "AMENDMENT DATE"), the holders
of shares of Series B Preferred Stock then outstanding will be required to
exchange any or all their shares of Series B Preferred Stock for a number of
fully paid and non-assessable shares (calculated as to each exchange to the
nearest 1/100,000th of a share) of Series A Convertible Preferred Stock, par
value $.01 per share, of the Parent (the "Parent Series A Preferred Stock")
subject to and in compliance with the provisions of this Section 7. The Parent
Series A Preferred Stock shall have the powers, preferences and rights as set
forth in that certain Certificate of Designations attached hereto as Annex A.
The holder of Series B Preferred Stock shall be entitled to receive one share of
Parent Series A Preferred Stock (or equivalent fraction of a share) for each
share of Series B Preferred Stock (or fraction thereof) plus an amount equal to
any accrued but unpaid Base Dividends as of the Amendment Date, calculated
pursuant to Section 2.

             (b)   Surrender of Certificates.

                   (i)    The Company shall provide at least three (3) Business
             Days' prior written notice (the "MANDATORY EXCHANGE NOTICE") to the
             holders of shares of Series B Preferred Stock of the Amendment
             Date. The Mandatory Exchange Notice shall include the number of
             shares of Parent Series A Preferred Stock to be delivered upon such
             mandatory exchange and the place designated by the Company to
             surrender Series B Preferred Stock certificates.

                   (ii)   On or before the Amendment Date, each holder of shares
             of Series B Preferred Stock shall (A) surrender the certificate or
             certificates evidencing all of such holder's shares of Series B
             Preferred Stock to the Company at the place designated in such
             Mandatory Exchange Notice, and shall thereafter receive

                                       13


             certificates for the number of shares of Parent Series A Preferred
             Stock to which such holder is entitled. On the Amendment Date,
             notwithstanding that the certificates evidencing any shares so
             exchanged have not been surrendered, the shares shall no longer be
             deemed outstanding, the dividends shall cease to accumulate, the
             holders thereof shall cease to be stockholders, all rights
             whatsoever with respect to the Series B Preferred Stock so
             exchanged will terminate, and the holders entitled to receive the
             Parent Series A Preferred Stock issuable upon exchange shall be
             treated for all purposes as the record holder or holders of such
             Parent Series A Preferred Stock as and after such time. As promptly
             as practicable on or after the Amendment Date, the Company shall
             deliver at any office or agency of the Company maintained for the
             surrender of Series B Preferred Stock a certificate or certificates
             for the number of shares of Parent Series A Preferred Stock
             (including fractional shares) issuable upon exchange.

             (c)   STATUS OF EXCHANGED SERIES B PREFERRED STOCK. Any shares of
Series B Preferred Stock which shall have been exchanged pursuant to Section 7
hereof, shall, after such exchange, have the status of authorized but unissued
shares of Preferred Stock, without designation as to series, and shall not be
reissued as Series B Preferred Stock.

     Section 8.    TAXES ON EXCHANGES, REDEMPTION AND DIVIDENDS. The Company
will pay any and all original issuance, transfer, stamp and other similar taxes
that may be payable in respect of the delivery of shares of Parent Series A
Preferred Stock or shares of Class B Common Stock on exchange, redemption or in
payment of dividends pursuant hereto. The Company shall not, however, be
required to pay any tax which may be payable in respect of any transfer involved
in the delivery of shares of Parent Series A Preferred Stock or shares of Class
B Common Stock in a name other than that of the holder of the share(s) of Series
B Preferred Stock, and no such delivery shall be made unless and until the
Person requesting such delivery has paid to the Company the amount of any such
tax, or has established to the reasonable satisfaction of the Company that such
tax has been or will be paid.

     Section 9.    CERTAIN DEFINITIONS. The following terms shall have the
following respective meanings herein:

             "BUSINESS DAY" means a day other than a Saturday, Sunday or day on
     which banking institutions in Now York are authorized or required to remain
     closed.

             "CLOSING DATE" means the Closing Date as defined in that certain
     Purchase Agreement, dated March 6, 2003, among the Company, Parent,

                                       14


     the subsidiary guarantors listed on Schedule B thereto, Banc of America
     Securities LLC and Lazard Freres & Co. LLC.

             "EXCHANGE AGREEMENT" means that certain Exchange Agreement, dated
     as of the Closing Date, among Hugh M. Hefner, Playboy.com, Inc., the
     Company and Parent.

             "JUNIOR LIQUIDATION STOCK" means any class or series of capital
     stock of the Company that, with respect to distributions upon liquidation,
     dissolution or winding up of the Company, Tanks junior to the Series B
     Preferred Stock.

             "PARITY LIQUIDATION STOCK" means any class or series of capital
     stock of the Company that, with respect to distributions upon liquidation,
     dissolution or winding up of the Company, ranks on parity to the Series B
     Preferred Stock.

             "SENIOR LIQUIDATION STOCK" means any class or series of capital
     stock of the Company that, with respect to distributions upon liquidation,
     dissolution or winding up of the Company, ranks senior to the Series B
     Preferred Stock.

                            [Execution Page Follows]

                                       15


          IN WITNESS WHEREOF, the Company has caused this Certificate of
Designations to be signed by Howard Shapiro, its Vice President and Secretary,
this 7th day of March, 2003.

                                         PEI HOLDINGS, INC.


                                         By: /s/ Howard Shapiro
                                             -----------------------------------
                                             Name:  Howard Shapiro
                                             Title: Vice President and Secretary

                                       16


                  AMENDMENT TO CERTIFICATE OF THE DESIGNATIONS,
                         POWERS, PREFERENCES AND RIGHTS
                                       OF
                      SERIES B EXCHANGEABLE PREFERRED STOCK
                                       OF
                               PEI HOLDINGS, INC.

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

          The undersigned, Vice President and Secretary of PEI Holdings, Inc., a
Delaware corporation (the "Corporation"), pursuant to an Action by Unanimous
Written Consent of the Board of Directors of the Corporation dated as of March
26, 2003, certifies:

          FIRST:   That the Corporation filed a Certificate of Designations on
March 7, 2003 designating 1,670 shares of the authorized preferred stock as
"Series B Exchangeable Preferred Stock."

          SECOND:  That the Corporation's Certificate of Designations is hereby
amended to increase the authorized number of shares constituting the series from
1,670 to 1,674.

          THIRD:   That 1,670 shares of the Corporation's Series B Exchangeable
Preferred Stock have presently been issued and no more than 1,674 shares of the
Corporation's Series B Exchangeable Preferred Stock will be issued.

          FOURTH:  That said Amendment to Certificate of the Designations has
been duly adopted in accordance with the provisions of Section 151 of the
Delaware General Corporation Law.

                                      * * *



          IN WITNESS WHEREOF, the Corporation has caused this Amendment to be
signed by its Vice President and Secretary, Howard Shapiro, as of March 26,
2003.

                                         By: /s/ Howard Shapiro
                                             -----------------------------------
                                             Howard Shapiro
                                             Vice President and Secretary

EX-3.4

                                                                     Exhibit 3.4


                                     BY-LAWS

                                       OF

                               PEI HOLDINGS, INC.

                            (A DELAWARE CORPORATION)

                                   ----------

                                    ARTICLE 1

                                   DEFINITIONS

          As used in these By-laws, unless the context otherwise requires, the
term:

          1.1   "Assistant Secretary" means an Assistant Secretary of the
Corporation.

          1.2   "Assistant Treasurer" means an Assistant Treasurer of the
Corporation.

          1.3   "Board" means the Board of Directors of the Corporation.

          1.4   "By-laws" means the initial by-laws of the Corporation, as
 amended from time to time.

          1.5   "Certificate of Incorporation" means the initial certificate of
incorporation of the Corporation, as amended, supplemented or restated from time
to time.

          1.6   "Chairman" means the Chairman of the Board of Directors of the
Corporation.

          1.7   "Corporation" means PEI Holdings, Inc.

          1.8   "Directors" means directors of the Corporation.

          1.9   "Entire Board" means all directors of the Corporation in office,
whether or not present at a meeting of the Board, but disregarding vacancies.

          1.10  "General Corporation Law" means the General Corporation Law of
the State of Delaware, as amended from time to time.

          1.11  "Office of the Corporation" means the executive office of the
Corporation, anything in Section 131 of the General Corporation Law to the
contrary notwithstanding.



          1.12  "President" means the President of the Corporation.

          1.13  "Secretary" means the Secretary of the Corporation.

          1.14  "Stockholders" means stockholders of the Corporation.

          1.15  "Treasurer" means the Treasurer of the Corporation.

          1.16  "Vice President" means a Vice President of the Corporation.


                                    ARTICLE 2

                                  STOCKHOLDERS

          2.1     PLACE OF MEETINGS. Every meeting of Stockholders shall be held
at the office of the Corporation or at such other place within or without the
State of Delaware as shall be specified or fixed in the notice of such meeting
or in the waiver of notice thereof.

          2.2     ANNUAL-MEETING. A meeting of Stockholders shall be held
annually for the election of Directors and the transaction of other business at
such hour and on such business day as may be determined by the Board and
designated in the notice of meeting.

          2.3     DETERRED MEETING FOR ELECTION OF DIRECTORS, ETC. If the annual
meeting of Stockholders for the election of Directors and the transaction of
other business is not held within the months specified in Section 2.2 hereof,
the Board shall call a meeting of Stockholders for the election of Directors and
the transaction of other business as soon thereafter as convenient.

          2.4     OTHER SPECIAL MEETINGS. A special meeting of Stockholders
(other than a special meeting for the election of Directors), unless otherwise
prescribed by statute, may be called at any time by the Board or by the
President or by the Secretary. At any special meeting of Stockholders only such
business may be transacted as is related to the purpose or purposes of such
meeting set forth in the notice thereof given pursuant to Section 2.6 hereof or
in any waiver of notice thereof given pursuant to Section 2.7 hereof.

          2.5     FIXING RECORD DATE. For the purpose of (a) determining the
Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders
or any adjournment thereof, (ii) unless otherwise provided in the Certificate of
Incorporation to express consent to corporate action in writing without a
meeting or (iii) to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock; or (b) any other lawful action, the
Board may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date was adopted by the Board and which
record date shall not be (x) in the case of clause (a)(i) above, more than sixty
nor

                                        2


less than ten days before the date of such meeting, (y) in the case of clause
(a)(ii) above, more than 10 days after the date upon which the resolution fixing
the record date was adopted by the Board and (z) in the case of clause (a)(iii)
or (b) above, more than sixty days prior to such action. If no such record date
is fixed:

                  2.5.1     the record date for determining Stockholders
     entitled to notice of or to vote at a meeting of stockholders shall be at
     the close of business on the day next preceding the day on which notice is
     given, or, if notice is waived, at the close of business on the day next
     preceding the day on which the meeting is held;

                  2.5.2     the record date for determining stockholders
     entitled to express consent to corporate action in writing without a
     meeting (unless otherwise provided in the Certificate of Incorporation),
     when no prior action by the Board is required under the General Corporation
     Law, shall be the first day on which a signed written consent setting forth
     the action taken or proposed to be taken is delivered to the Corporation by
     delivery to its registered office in the State of Delaware, its principal
     place of business, or an officer or agent of the Corporation having custody
     of the book in which proceedings of meetings of stockholders are recorded;
     and when prior action by the Board is required under the General
     Corporation Law, the record date for determining stockholders entitled to
     consent to corporate action in writing without a meeting shall be at the
     close of business on the date on which the Board adopts the resolution
     taking such prior action; and

                  2.5.3     the record date for determining stockholders for any
     purpose other than those specified in Sections 2.5.1 and 2.5.2 shall be at
     the close of business on the day on which the Board adopts the resolution
     relating thereto.

When a determination of Stockholders entitled to notice of or to vote at any
meeting of Stockholders has been made as provided in this Section 2.5, such
determination shall apply to any adjournment thereof unless the Board fixes a
new record date for the adjourned meeting. Delivery made to the Corporation's
registered office in accordance with Section 2.5.2 shall be by hand or by
certified or registered mail, return receipt requested.

          2.6     NOTICE OF MEETINGS OF STOCKHOLDERS. Except as otherwise
provided in Sections 2.5 and 2.7 hereof, whenever under the provisions of any
statute, the Certificate of Incorporation or these By-laws, Stockholders are
required or permitted to take any action at a meeting, written notice shall be
given stating the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. Unless
otherwise provided by any statute, the Certificate of Incorporation or these
By-laws, a copy of the notice of any meeting shall be given, personally or by
mail, not less than ten nor more than sixty days before the date of the meeting,
to each Stockholder entitled to notice of or to vote at such meeting. If mailed,
such notice shall be deemed to be given when deposited in the United States
mail, with postage prepaid, directed to the Stockholder at his or her address as
it appears on the records of the Corporation. An affidavit of the Secretary or
an Assistant Secretary or of

                                        3


the transfer agent of the Corporation that the notice required by this Section
2.6 has been given shall, in the absence of fraud, be prima facie evidence of
the facts stated therein. When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted that might have been transacted
at the meeting as originally called. If, however, the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
Stockholder of record entitled to vote at the meeting.

          2.7     WAIVERS OF NOTICE. Whenever the giving of any notice is
required by statute, the Certificate of Incorporation or these By-laws, a waiver
thereof, in writing, signed by the Stockholder or Stockholders entitled to said
notice, whether before or after the event as to which such notice is required,
shall be deemed equivalent to notice. Attendance by a Stockholder at a meeting
shall constitute a waiver of notice of such meeting except when the Stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting has
not been lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Stockholders need be
specified in any written waiver of notice unless so required by statute, the
Certificate of Incorporation or these By-laws.

          2.8     LIST OF STOCKHOLDERS. The Secretary shall prepare and make, or
cause to be prepared and made, at least ten days before every meeting of
Stockholders, a complete list of the Stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
Stockholder and the number of shares registered in the name of each Stockholder.
Such list shall be open to the examination of any Stockholder, the Stockholder's
agent, or attorney, at the Stockholder's expense, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any Stockholder who is present. The Corporation
shall maintain the Stockholder list in written form or in another form capable
of conversion into written form within a reasonable time. Upon the willful
neglect or refusal of the Directors to produce such a list at any meeting for
the election of Directors, they shall be ineligible for election to any office
at such meeting. The stock ledger shall be the only evidence as to who are the
Stockholders entitled to examine the stock ledger, the list of Stockholders or
the books of the Corporation, or to vote in person or by proxy at any meeting of
Stockholders.

          2.9     QUORUM OF STOCKHOLDERS; ADJOURNMENT. Except as otherwise
provided by any statute, the Certificate of Incorporation or these By-laws, the
holders of one-third of all outstanding shares of stock entitled to vote at any
meeting of Stockholders, present in person or represented by proxy, shall
constitute a quorum for the transaction of any business at such meeting. When a
quorum is once present to organize a meeting of Stockholders, it is not broken
by the subsequent withdrawal of any

                                        4


Stockholders. The holders of a majority of the shares of stock present in person
or represented by proxy at any meeting of Stockholders, including an adjourned
meeting, whether or not a quorum is present, may adjourn such meeting to another
time and place. Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the Corporation, shall neither be entitled to vote nor be counted for quorum
purposes; PROVIDED, HOWEVER, that the foregoing shall not limit the right of the
Corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.

          2.10    VOTING; PROXIES. Unless otherwise provided in the Certificate
of Incorporation, every Stockholder of record shall be entitled at every meeting
of Stockholders to one vote for each share of capital stock standing in his or
her name on the record of Stockholders determined in accordance with Section 2.5
hereof. If the Certificate of Incorporation provides for more or less than one
vote for any share on any matter, each reference in the By-laws or the General
Corporation Law to a majority or other proportion of stock shall refer to such
majority or other proportion of the votes of such stock. The provisions of
Sections 212 and 217 of the General Corporation Law shall apply in determining
whether any shares of capital stock may be voted and the persons, if any,
entitled to vote such shares; but the Corporation shall be protected in assuming
that the persons in whose names shares of capital stock stand on the stock
ledger of the Corporation are entitled to vote such shares. Holders of
redeemable shares of stock are not entitled to vote after the notice of
redemption is mailed to such holders and a sum sufficient to redeem the stocks
has been deposited with a bank, trust company, or other financial institution
under an irrevocable obligation to pay the holders the redemption price on
surrender of the shares of stock. At any meeting of Stockholders (at which a
quorum was present to organize the meeting), all matters, except as otherwise
provided by statute or by the Certificate of Incorporation or by these By-laws,
shall be decided by a majority of the votes cast at such meeting by the holders
of shares present in person or represented by proxy and entitled to vote
thereon, whether or not a quorum is present when the vote is taken. All
elections of Directors shall be by written ballot unless otherwise provided in
the Certificate of Incorporation. In voting on any other question on which a
vote by ballot is required by law or is demanded by any Stockholder entitled to
vote, the voting shall be by ballot. Each ballot shall be signed by the
Stockholder voting or the Stockholder's proxy and shall state the number of
shares voted. On all other questions, the voting may be VIVA VOCE. Each
Stockholder entitled to vote at a meeting of Stockholders or to express consent
or dissent to corporate action in writing without a meeting may authorize
another person or persons to act for such Stockholder by proxy. The validity and
enforceability of any proxy shall be determined in accordance with Section 212
of the General Corporation Law. A Stockholder may revoke any proxy that is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or by delivering a proxy in accordance
with applicable law bearing a later date to the Secretary.

          2.11    VOTING PROCEDURES AND INSPECTORS OF ELECTION AT MEETINGS OF
STOCKHOLDERS. The Board, in advance of any meeting of Stockholders, may appoint
one or more inspectors to act at the meeting and make a written report thereof.
The Board

                                        5


may designate one or more persons as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate has been appointed or
is able to act at a meeting, the person presiding at the meeting may appoint,
and on the request of any Stockholder entitled to vote thereat shall appoint,
one or more inspectors to act at the meeting. Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath faithfully
to execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors shall (a) ascertain the number of
shares outstanding and the voting power of each, (b) determine the shares
represented at the meeting and the validity of proxies and ballots, (c) count
all votes and ballots, (d) determine and retain for a reasonable period a record
of the disposition of any challenges made to any determination by the
inspectors, and (e) certify their determination of the number of shares
represented at the meeting and their count of all votes and ballots. The
inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of their duties. Unless otherwise provided by the
Board, the date and time of the opening and the closing of the polls for each
matter upon which the Stockholders will vote at a meeting shall be determined by
the person presiding at the meeting and shall be announced at the meeting. No
ballot, proxies or votes, or any revocation thereof or change thereto, shall be
accepted by the inspectors after the closing of the polls unless the Court of
Chancery of the State of Delaware upon application by a Stockholder shall
determine otherwise.

          2.12    ORGANIZATION. At each meeting of Stockholders, the President,
or in the absence of the President, the Chairman, or if there is no Chairman or
if there be one and the Chairman is absent, a Vice President, and in case more
than one Vice President shall be present, that Vice President designated by the
Board (or in the absence of any such designation, the most senior Vice
President, based on age, present), shall act as chairman of the meeting. The
Secretary, or in his or her absence, one of the Assistant Secretaries, shall act
as secretary of the meeting. In case none of the officers above designated to
act as chairman or secretary of the meeting, respectively, shall be present, a
chairman or a secretary of the meeting, as the case may be, shall be chosen by a
majority of the votes cast at such meeting by the holders of shares of capital
stock present in person or represented by proxy and entitled to vote at the
meeting.

          2.13    ORDER OF BUSINESS. The order of business at all meetings of
Stockholders shall be as determined by the chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a majority of the votes cast at such meeting by the holders of
shares of capital stock present in person or represented by proxy and entitled
to vote at the meeting.

          2.14    WRITTEN CONSENT OF STOCKHOLDERS WITHOUT A MEETING. Unless
otherwise provided in the Certificate of Incorporation, any action required by
the General Corporation Law to be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered (by hand or by certified or registered mail, return

                                        6


receipt requested) to the Corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or an officer or agent
of the Corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Every written consent shall bear the date of
signature of each stockholder who signs the consent and no written consent shall
be effective to take the corporate action referred to therein unless, within 60
days of the earliest dated consent delivered in the manner required by this
Section 2.14, written consents signed by a sufficient number of holders to take
action are delivered to the Corporation as aforesaid. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those Stockholders who have not consented in writing.

                                    ARTICLE 3

                                    DIRECTORS

          3.1     GENERAL POWERS. Except as otherwise provided in the
Certificate of Incorporation, the business and affairs of the Corporation shall
be managed by or under the direction of the Board. The Board may adopt such
rules and regulations, not inconsistent with the Certificate of Incorporation or
these By-laws or applicable laws, as it may deem proper for the conduct of its
meetings and the management of the Corporation. In addition to the powers
expressly conferred by these By-laws, the Board may exercise all powers and
perform all acts that are not required, by these By-laws or the Certificate of
Incorporation or by statute, to be exercised and performed by the Stockholders.

          3.2     NUMBER; QUALIFICATION; TERM OF OFFICE. The Board shall consist
of one or more members. The number of Directors shall be fixed initially by the
incorporator and may thereafter be changed from time to time by action of the
stockholders or by action of the Board. Directors need not be stockholders. Each
Director shall hold office until a successor is elected and qualified or until
the Director's death, resignation or removal.

          3.3     ELECTION. Directors shall, except as otherwise required by
statute or by the Certificate of Incorporation, be elected by a plurality of the
votes cast at a meeting of stockholders by the holders of shares entitled to
vote in the election.

          3.4     NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Unless otherwise
provided in the Certificate of Incorporation, newly created Directorships
resulting from an increase in the number of Directors and vacancies occurring in
the Board for any other reason, including the removal of Directors without
cause, may be filled by the affirmative votes of a majority of the entire Board,
although less than a quorum, or by a sole remaining Director, or may be elected
by a plurality of the votes cast by the holders of shares of capital stock
entitled to vote in the election at a special meeting of stockholders called for
that purpose. A Director elected to fill a vacancy shall be elected to hold
office

                                        7


until a successor is elected and qualified, or until the Director's earlier
death, resignation or removal.

          3.5     RESIGNATION. Any Director may resign at any time by written
notice to the Corporation. Such resignation shall take effect at the time
therein specified, and, unless otherwise specified in such resignation, the
acceptance of such resignation shall not be necessary to make it effective.

          3.6     REMOVAL. Subject to the provisions of Section 141(k) of the
General Corporation Law, any or all of the Directors may be removed with or
without cause by vote of the holders of a majority of the shares then entitled
to vote at an election of Directors.

          3.7     COMPENSATION. Each Director, in consideration of his or her
service as such, shall be entitled to receive from the Corporation such amount
per annum or such fees for attendance at Directors' meetings, or both, as the
Board may from time to time determine, together with reimbursement for the
reasonable out-of-pocket expenses, if any, incurred by such Director in
connection with the performance of his or her duties. Each Director who shall
serve as a member of any committee of Directors in consideration of serving as
such shall be entitled to such additional amount per annum or such fees for
attendance at committee meetings, or both, as the Board may from time to time
determine, together with reimbursement for the reasonable out-of-pocket
expenses, if any, incurred by such Director in the performance of his or her
duties. Nothing contained in this Section 3.7 shall preclude any Director from
serving the Corporation or its subsidiaries in any other capacity and receiving
proper compensation therefore.

          3.8     TIMES AND PLACES OF MEETINGS. The Board may hold meetings,
both regular and special, either within or without the State of Delaware. The
times and places for holding meetings of the Board may be fixed from time to
time by resolution of the Board or (unless contrary to a resolution of the
Board) in the notice of the meeting.

          3.9     ANNUAL MEETINGS. On the day when and at the place where the
annual meeting of stockholders for the election of Directors is held, and as
soon as practicable thereafter, the Board may hold its annual meeting, without
notice of such meeting, for the purposes of organization, the election of
officers and the transaction of other business. The annual meeting of the Board
may be held at any other time and place specified in a notice given as provided
in Section 3.11 hereof for special meetings of the Board or in a waiver of
notice thereof.

          3.10    REGULAR MEETINGS. Regular meetings of the Board may be held
without notice at such times and at such places as shall from time to time be
determined by the Board.

          3.11    SPECIAL MEETINGS. Special meetings of the Board may be called
by the Chairman, the President or the Secretary or by any two or more Directors
then serving on at least one day's notice to each Director given by one of the
means specified in Section 3.14 hereof other than by mail, or on at least three
days' notice if given by mail.

                                        8


Special meetings shall be called by the Chairman, President or Secretary in like
manner and on like notice on the written request of any two or more of the
Directors then serving.

          3.12    TELEPHONE MEETINGS. Directors or members of any committee
designated by the Board may participate in a meeting of the Board or of such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 3.12 shall constitute
presence in person at such meeting.

          3.13    ADJOURNED MEETINGS. A majority of the Directors present at any
meeting of the Board, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. At least one day's
notice of any adjourned meeting of the Board shall be given to each Director
whether or not present at the time of the adjournment, if such notice shall be
given by one of the means specified in Section 3.14 hereof other than by mail,
or at least three days' notice if by mail. Any business may be transacted at an
adjourned meeting that might have been transacted at the meeting as originally
called.

          3.14    NOTICE PROCEDURE. Subject to Sections 3. 11 and 3.17 hereof,
whenever, under the provisions of any statute, the Certificate of Incorporation
or these By-laws, notice is required to be given to any Director, such notice
shall be deemed given effectively if given in person or by telephone, by mail
addressed to such Director at such Director's address as it appears on the
records of the Corporation, with postage thereon prepaid, or by telegram, telex,
telecopy or similar means addressed as aforesaid.

          3.15    WAIVER OF NOTICE. Whenever the giving of any notice is
required by statute, the Certificate of Incorporation or these By-laws, a waiver
thereof, in writing, signed by the person or persons entitled to said notice,
whether before or after the event as to which such notice is required, shall be
deemed equivalent to notice. Attendance by a person at a meeting shall
constitute a waiver of notice of such meeting except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business on the ground that the meeting has not been
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Directors or a committee of
Directors need be specified in any written waiver of notice unless so required
by statute, the Certificate of Incorporation or these By-laws.

          3.16    ORGANIZATION. At each meeting of the Board, the Chairman, or
in the absence of the Chairman, the President, or in the absence of the
President, a chairman chosen by a majority of the Directors present, shall
preside. The Secretary shall act as secretary at each meeting of the Board. In
case the Secretary shall be absent from any meeting of the Board, an Assistant
Secretary shall perform the duties of secretary at such meeting; and in the
absence from any such meeting of the Secretary and all Assistant Secretaries,
the person presiding at the meeting may appoint any person to act as secretary
of the meeting.

                                        9


          3.17    QUORUM OF DIRECTORS. The presence in person of a majority of
the entire Board shall be necessary and sufficient to constitute a quorum for
the transaction of business at any meeting of the Board, but a majority of a
smaller number may adjourn any such meeting to a later date.

          3.18    ACTION BY MAJORITY VOTE. Except as otherwise expressly
required by statute, the Certificate of Incorporation or these By-laws, the act
of a majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board.

          3.19    ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if all Directors or members of such committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

                                    ARTICLE 4

                             COMMITTEES OF THE BOARD

          The Board may, by resolution passed by a vote of a majority of the
entire Board, designate one or more committees, each committee to consist of one
or more of the Directors of the Corporation. The Board may designate one or more
Directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of such committee. If a member of a committee
shall be absent from any meeting, or disqualified from voting thereat, the
remaining member or members present and not disqualified from voting, whether or
not such member or members constitute a quorum, may, by a unanimous vote,
appoint another member of the Board to act at the meeting in the place of any
such absent or disqualified member. Any such committee, to the extent provided
in the resolution of the Board passed as aforesaid, shall have and may exercise
all the powers and authority of the Board in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
impressed on all papers that may require it, but no such committee shall have
the power or authority of the Board in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation under section
251 or section 252 of the General Corporation Law, recommending to the
stockholders (a) the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, or (b) a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-laws of the Corporation; and,
unless the resolution designating it expressly so provides, no such committee
shall have the power and authority to declare a dividend, to authorize the
issuance of stock or to adopt a certificate of ownership and merger pursuant to
Section 253 of the General Corporation Law. Unless otherwise specified in the
resolution of the Board designating a committee, at all meetings of such
committee a majority of the total number of members of the committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of the members of the committee present at any

                                       10


meeting at which there is a quorum shall be the act of the committee. Each
committee shall keep regular minutes of its meetings. Unless the Board otherwise
provides, each committee designated by the Board may make, alter and repeal
rules for the conduct of its business. In the absence of such rules each
committee shall conduct its business in the same manner as the Board conducts
its business pursuant to Article 3 of these By-laws.

                                    ARTICLE 5

                                    OFFICERS

          5.1     POSITIONS. The officers of the Corporation shall be a
President, a Secretary, a Treasurer and such other officers as the Board may
appoint, including a Chairman, one or more Vice Presidents and one or more
Assistant Secretaries and Assistant Treasurers, who shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.
The Board may designate one or more Vice Presidents as Executive Vice Presidents
and may use descriptive words or phrases to designate the standing, seniority or
areas of special competence of the Vice Presidents elected or appointed by it.
Any number of offices may be held by the same person unless the Certificate of
Incorporation or these By-laws otherwise provide.

          5.2     APPOINTMENT. The officers of the Corporation shall be chosen
by the Board at its annual meeting or at such other time or times as the Board
shall determine.

          5.3     COMPENSATION. The compensation of all officers of the
Corporation shall be fixed by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that the officer
is also a Director.

          5.4     TERM OF OFFICE. Each officer of the Corporation shall hold
office for the term for which he or she is elected and until such officer's
successor is chosen and qualifies or until such officer's earlier death,
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. Such resignation shall take effect at the date of receipt of
such notice or at such later time as is therein specified, and, unless otherwise
specified, the acceptance of such resignation shall not be necessary to make it
effective. The resignation of an officer shall be without prejudice to the
contract rights of the Corporation, if any. Any officer elected or appointed by
the Board may be removed at any time, with or without cause, by vote of a
majority of the entire Board. Any vacancy occurring in any office of the
Corporation shall be filled by the Board. The removal of an officer without
cause shall be without prejudice to the officer's contract rights, if any. The
election or appointment of an officer shall not of itself create contract
rights.

          5.5     FIDELITY BONDS. The Corporation may secure the fidelity of any
or all of its officers or agents by bond or otherwise.

                                       11


          5.6     CHAIRMAN. The Chairman, if one shall have been appointed,
shall preside at all meetings of the Board and shall exercise such powers and
perform such other duties as shall be determined from time to time by the Board.

          5.7     PRESIDENT. The President shall be the Chief Executive Officer
of the Corporation and shall have general supervision over the business of the
Corporation, subject, however, to the control of the Board and of any duly
authorized committee of Directors. The President shall preside at all meetings
of the Stockholders and at all meetings of the Board at which the Chairman (if
there be one) is not present. The President may sign and execute in the name of
the Corporation deeds, mortgages, bonds, contracts and other instruments except
in cases in which the signing and execution thereof shall be expressly delegated
by the Board or by these By-laws to some other officer or agent of the
Corporation or shall be required by statute otherwise to be signed or executed
and, in general, the President shall perform all duties incident to the office
of President of a corporation and such other duties as may from time to time be
assigned to the President by the Board.

          5.8     VICE PRESIDENTS. At the request of the President, or, in the
President's absence, at the request of the Board, the Vice Presidents shall (in
such order as may be designated by the Board, or, in the absence of any such
designation, in order of seniority based on age) perform all of the duties of
the President and, in so performing, shall have all the powers of, and be
subject to all restrictions upon, the President. Any Vice President may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts or
other instruments, except in cases in which the signing and execution thereof
shall be expressly delegated by the Board or by these By-laws to some other
officer or agent of the Corporation, or shall be required by statute otherwise
to be signed or executed, and each Vice President shall perform such other
duties as from time to time may be assigned to such Vice President by the Board
or by the President.

          5.9     SECRETARY. The Secretary shall attend all meetings of the
Board and of the Stockholders and shall record all the proceedings of the
meetings of the Board and of the stockholders in a book to be kept for that
purpose, and shall perform like duties for committees of the Board, when
required. The Secretary shall give, or cause to be given, notice of all special
meetings of the Board and of the stockholders and shall perform such other
duties as may be prescribed by the Board or by the President, under whose
supervision the Secretary shall be. The Secretary shall have custody of the
corporate seal of the Corporation, and the Secretary, or an Assistant Secretary,
shall have authority to impress the same on any instrument requiring it, and
when so impressed the seal may be attested by the signature of the Secretary or
by the signature of such Assistant Secretary. The Board may give general
authority to any other officer to impress the seal of the Corporation and to
attest the same by such officer's signature. The Secretary or an Assistant
Secretary may also attest all instruments signed by the President or any Vice
President. The Secretary shall have charge of all the books, records and papers
of the Corporation relating to its organization and management, shall see that
the reports, statements and other documents required by statute are properly
kept and filed and, in general, shall perform all duties incident to the office
of Secretary of a corporation and

                                       12


such other duties as may from time to time be assigned to the Secretary by the
Board or by the President.

          5.10    TREASURER. The Treasurer shall have charge and custody of, and
be responsible for, all funds, securities and notes of the Corporation; receive
and give receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such moneys and valuable effects in the name and to the
credit of the Corporation in such depositaries as may be designated by the
Board; against proper vouchers, cause such funds to be disbursed by checks or
drafts on the authorized depositaries of the Corporation signed in such manner
as shall be determined by the Board and be responsible for the accuracy of the
amounts of all moneys so disbursed; regularly enter or cause to be entered in
books or other records maintained for the purpose full and adequate account of
all moneys received or paid for the account of the Corporation; have the right
to require from time to time reports or statements giving such information as
the Treasurer may desire with respect to any and all financial transactions of
the Corporation from the officers or agents transacting the same; render to the
President or the Board, whenever the President or the Board shall require the
Treasurer so to do, an account of the financial condition of the Corporation and
of all financial transactions of the Corporation; exhibit at all reasonable
times the records and books of account to any of the Directors upon application
at the office of the Corporation where such records and books are kept; disburse
the funds of the Corporation as ordered by the Board; and, in general, perform
all duties incident to the office of Treasurer of a corporation and such other
duties as may from time to time be assigned to the Treasurer by the Board or the
President.

          5.11    ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by the
Board or by the President.


                                    ARTICLE 6

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

          6.1     EXECUTION OF CONTRACTS. The Board, except as otherwise
provided in these By-laws, may prospectively or retroactively authorize any
officer or officers, employee or employees or agent or agents, in the name and
on behalf of the Corporation, to enter into any contract or execute and deliver
any instrument, and any such authority may be general or confined to specific
instances, or otherwise limited.

          6.2     LOANS. The Board may prospectively or retroactively authorize
the President or any other officer, employee or agent of the Corporation to
effect loans and advances at any time for the Corporation from any bank, trust
company or other institution, or from any firm, corporation or individual, and
for such loans and advances the person so authorized may make, execute and
deliver promissory notes, bonds or other

                                       13


certificates or evidences of indebtedness of the Corporation, and, when
authorized by the Board so to do, may pledge and hypothecate or transfer any
securities or other property of the Corporation as security for any such loans
or advances. Such authority conferred by the Board may be general or confined to
specific instances, or otherwise limited.

          6.3     CHECKS, DRAFTS, ETC. All checks, drafts and other orders for
the payment of money out of the funds of the Corporation and all evidences of
indebtedness of the Corporation shall be signed on behalf of the Corporation in
such manner as shall from time to time be determined by resolution of the Board.

          6.4     DEPOSITS. The funds of the Corporation not otherwise employed
shall be deposited from time to time to the order of the Corporation with such
banks, trust companies, investment banking firms, financial institutions or
other depositaries as the Board may select or as may be selected by an officer,
employee or agent of the Corporation to whom such power to select may from time
to time be delegated by the Board.


                                    ARTICLE 7

                               STOCK AND DIVIDENDS

          7.1     CERTIFICATES REPRESENTING SHARES. The shares of capital stock
of the Corporation shall be represented by certificates in such form (consistent
with the provisions of Section 158 of the General Corporation Law) as shall be
approved by the Board. Such certificates shall be signed by the Chairman, the
President or a Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer, and may be impressed with the seal of
the Corporation or a facsimile thereof. The signatures of the officers upon a
certificate may be facsimiles, if the certificate is countersigned by a transfer
agent or registrar other than the Corporation itself or its employee. In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon any certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, such
certificate may, unless otherwise ordered by the Board, be issued by the
Corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.

          7.2     TRANSFER OF SHARES. Transfers of shares of capital stock of
the Corporation shall be made only on the books of the Corporation by the holder
thereof or by the holder's duly authorized attorney appointed by a power of
attorney duly executed and filed with the Secretary or a transfer agent of the
Corporation, and on surrender of the certificate or certificates representing
such shares of capital stock properly endorsed for transfer and upon payment of
all necessary transfer taxes. Every certificate exchanged, returned or
surrendered to the Corporation shall be marked "Cancelled," with the date of
cancellation, by the Secretary or an Assistant Secretary or the transfer agent
of the Corporation. A person in whose name shares of capital stock shall stand
on the books of the Corporation shall be deemed the owner thereof to receive
dividends, to vote as such

                                       14


owner and for all other purposes as respects the Corporation. No transfer of
shares of capital stock shall be valid as against the Corporation, its
stockholders and creditors for any purpose, except to render the transferee
liable for the debts of the Corporation to the extent provided by law, until
such transfer shall have been entered on the books of the Corporation by an
entry showing from and to whom transferred.

          7.3     TRANSFER AND REGISTRY AGENTS. The Corporation may from time to
time maintain one or more transfer offices or agents and registry offices or
agents at such place or places as may be determined from time to time by the
Board.

          7.4     LOST, DESTROYED, STOLEN AND MUTILATED CERTIFICATES. The holder
of any shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his or her legal representatives, to make proof
satisfactory to the Board of such loss, destruction, theft or mutilation and to
advertise such fact in such manner as the Board may require, and to give the
Corporation and its transfer agents and registrars, or such of them as the Board
may require, a bond in such form, in such sums and with such surety or sureties
as the Board may direct, to indemnify the Corporation and its transfer agents
and registrars against any claim that may be made against any of them on account
of the continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with such
claim.

          7.5     RULES AND REGULATIONS. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these By-laws or
with the Certificate of Incorporation, concerning the issue, transfer and
registration of certificates representing shares of its capital stock.

          7.6     RESTRICTION ON TRANSFER OF STOCK. A written restriction on the
transfer or registration of transfer of capital stock of the Corporation, if
permitted by Section 202 of the General Corporation Law and noted conspicuously
on the certificate representing such capital stock, may be enforced against the
holder of the restricted capital stock or any successor or transferee of the
holder, including an executor, administrator, trustee, guardian or other
fiduciary entrusted with like responsibility for the person or estate of the
holder. Unless noted conspicuously on the certificate representing such capital
stock, a restriction, even though permitted by Section 202 of the General
Corporation Law, shall be ineffective except against a person with actual
knowledge of the restriction. A restriction on the transfer or registration of
transfer of capital stock of the Corporation may be imposed either by the
Certificate of Incorporation or by an agreement among any number of stockholders
or among such stockholders and the Corporation. No restriction so imposed shall
be binding with respect to capital stock issued prior to the adoption of the
restriction unless the holders of such capital stock are parties to an agreement
or voted in favor of the restriction.

                                       15


          7.7     DIVIDENDS, SURPLUS, ETC. Subject to the provisions of the
Certificate of Incorporation and of law, the Board:

                            7.7.1   may declare and pay dividends or make other
          distributions on the outstanding shares of capital stock in such
          amounts and at such time or times as it, in its discretion, shall deem
          advisable giving due consideration to the condition of the affairs of
          the Corporation;

                            7.7.2   may use and apply, in its discretion, any of
          the surplus of the Corporation in purchasing or acquiring any shares
          of capital stock of the Corporation, or purchase warrants therefor, in
          accordance with law, or any of its bonds, debentures, notes, scrip or
          other securities or evidences of indebtedness; and

                            7.7.3   may set aside from time to time out of such
          surplus or net profits such sum or sums as, in its discretion, it may
          think proper, as a reserve fund to meet contingencies, or for
          equalizing dividends or for the purpose of maintaining or increasing
          the property or business of the Corporation, or for any purpose it may
          think conducive to the best interests of the Corporation.

                                    ARTICLE 8

                                 INDEMNIFICATION

          8.1     INDEMNITY UNDERTAKING. To the extent not prohibited by law,
the Corporation shall indemnify any person who is or was made, or threatened to
be made, a party to any threatened, pending or completed action, suit or
proceeding (a "Proceeding"), whether civil, criminal, administrative or
investigative, including, without limitation, an action by or in the right of
the Corporation to procure a judgment in its favor, by reason of the fact that
such person, or a person of whom such person is the legal representative, is or
was a Director or officer of the Corporation, or, at the request of the
Corporation, is or was serving as a director or officer of any other corporation
or in a capacity with comparable authority or responsibilities for any
partnership, joint venture, trust, employee benefit plan or other enterprise (an
"Other Entity"), against judgments, fines, penalties, excise taxes, amounts paid
in settlement and costs, charges and expenses (including attorneys' fees,
disbursements and other charges). Persons who are not directors or officers of
the Corporation (or otherwise entitled to indemnification pursuant to the
preceding sentence) may be similarly indemnified in respect of service to the
Corporation or to an Other Entity at the request of the Corporation to the
extent the Board at any time specifies that such persons are entitled to the
benefits of this Article 8.

          8.2     ADVANCEMENT OF EXPENSES. The Corporation shall, from time to
time, reimburse or advance to any Director or officer or other person entitled
to indemnification hereunder the funds necessary for payment of expenses,
including attorneys' fees and disbursements, incurred in connection with any
Proceeding, in

                                       16


advance of the final disposition of such Proceeding; PROVIDED, HOWEVER, that, if
required by the General Corporation Law, such expenses incurred by or on behalf
of any Director or officer or other person may be paid in advance of the final
disposition of a Proceeding only upon receipt by the Corporation of an
undertaking, by or on behalf of such Director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.

          8.3     RIGHTS NOT EXCLUSIVE. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall not be deemed exclusive of any other rights to which a
person seeking indemnification or reimbursement or advancement of expenses may
have or hereafter be entitled under any statute, the Certificate of
Incorporation, these By-laws, any agreement, any vote of stockholders or
disinterested Directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.

          8.4     CONTINUATION OF BENEFITS. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall continue as to a person who has ceased to be a Director or
officer (or other person indemnified hereunder) and shall inure to the benefit
of the executors, administrators, legatees and distributees of such person.

          8.5     INSURANCE. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of an Other Entity,
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the Corporation would have the power to indemnify such person against such
liability under the provisions of this Article 8, the Certificate of
Incorporation or under section 145 of the General Corporation Law or any other
provision of law.

          8.6     BINDING EFFECT. The provisions of this Article 8 shall be a
contract between the Corporation, on the one hand, and each Director and officer
who serves in such capacity at any time while this Article 8 is in effect and
any other person entitled to indemnification hereunder, on the other hand,
pursuant to which the Corporation and each such Director, officer or other
person intend to be, and shall be legally bound. No repeal or modification of
this Article 8 shall affect any rights or obligations with respect to any state
of facts then or theretofore existing or thereafter arising or any proceeding
theretofore or thereafter brought or threatened based in whole or in part upon
any such state of facts.

          8.7     PROCEDURAL RIGHTS. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall be enforceable by any person entitled to such
indemnification or reimbursement or advancement of expenses in any court of
competent jurisdiction. The

                                       17


burden of proving that such indemnification or reimbursement or advancement of
expenses is not appropriate shall be on the Corporation. Neither the failure of
the Corporation (including its Board of Directors, its independent legal counsel
and its stockholders) to have made a determination prior to the commencement of
such action that such indemnification or reimbursement or advancement of
expenses is proper in the circumstances nor an actual determination by the
Corporation (including its Board of Directors, its independent legal counsel and
its stockholders) that such person is not entitled to such indemnification or
reimbursement or advancement of expenses shall constitute a defense to the
action or create a presumption that such person is not so entitled. Such a
person shall also be indemnified for any expenses incurred in connection with
successfully establishing his or her right to such indemnification or
reimbursement or advancement of expenses, in whole or in part, in any such
proceeding.

          8.8     SERVICE DEEMED AT CORPORATION'S REQUEST. Any Director or
officer of the Corporation serving in any capacity (a) another corporation of
which a majority of the shares entitled to vote in the election of its directors
is held, directly or indirectly, by the Corporation or (b) any employee benefit
plan of the Corporation or any corporation referred to in clause (a) shall be
deemed to be doing so at the request of the Corporation.

          8.9     ELECTION OF APPLICABLE LAW. Any person entitled to be
indemnified or to reimbursement or advancement of expenses as a matter of right
pursuant to this Article 8 may elect to have the right to indemnification or
reimbursement or advancement of expenses interpreted on the basis of the
applicable law in effect at the time of the occurrence of the event or events
giving rise to the applicable Proceeding, to the extent permitted by law, or on
the basis of the applicable law in effect at the time such indemnification or
reimbursement or advancement of expenses is sought. Such election shall be made,
by a notice in writing to the Corporation, at the time indemnification or
reimbursement or advancement of expenses is sought; PROVIDED, HOWEVER, that if
no such notice is given, the right to indemnification or reimbursement or
advancement of expenses shall be determined by the law in effect at the time
indemnification or reimbursement or advancement of expenses is sought.

                                    ARTICLE 9

                                BOOKS AND RECORDS

          9.1     BOOKS AND RECORDS. There shall be kept at the principal office
of the Corporation correct and complete records and books of account recording
the financial transactions of the Corporation and minutes of the proceedings of
the stockholders, the Board and any committee of the Board. The Corporation
shall keep at its principal office, or at the office of the transfer agent or
registrar of the Corporation, a record containing the names and addresses of all
stockholders, the number and class of shares held by each and the dates when
they respectively became the owners of record thereof.

                                       18


          9.2     FORM OF RECORDS. Any records maintained by the Corporation in
the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
written form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

          9.3     INSPECTION OF BOOKS AND RECORDS. Except as otherwise provided
by law, the Board shall determine from time to time whether, and, if allowed,
when and under what conditions and regulations, the accounts, books, minutes and
other records of the Corporation, or any of them, shall be open to the
stockholders for inspection.

                                   ARTICLE 10

                                      SEAL

          The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

                                   ARTICLE 11

                                   FISCAL YEAR

          The fiscal year of the Corporation shall be fixed, and may be changed,
by resolution of the Board.

                                   ARTICLE 12

                              PROXIES AND CONSENTS

          Unless otherwise directed by the Board, the Chairman, the President,
any Vice President, the Secretary or the Treasurer, or any one of them, may
execute and deliver on behalf of the Corporation proxies respecting any and all
shares or other ownership interests of any Other Entity owned by the Corporation
appointing such person or persons as the officer executing the same shall deem
proper to represent and vote the shares or other ownership interests so owned at
any and all meetings of holders of shares or other ownership interests, whether
general or special, and/or to execute and deliver consents respecting such
shares or other ownership interests; or any of the aforesaid officers may attend
any meeting of the holders of shares or other ownership interests of

                                       19


such Other Entity and thereat vote or exercise any or all other powers of the
Corporation as the holder of such shares or other ownership interests.

                                   ARTICLE 13

                                EMERGENCY BY-LAWS

          Unless the Certificate of Incorporation provides otherwise, the
following provisions of this Article 13 shall be effective during an emergency,
which is defined as when a quorum of the Corporation's Directors cannot be
readily assembled because of some catastrophic event. During such emergency:

          13.1    NOTICE TO BOARD MEMBERS. Any one member of the Board or any
one of the following officers: Chairman, President, any Vice President,
Secretary, or Treasurer, may call a meeting of the Board. Notice of such meeting
need be given only to those Directors whom it is practicable to reach, and may
be given in any practical manner, including by publication and radio. Such
notice shall be given at least six hours prior to commencement of the meeting.

          13.2    TEMPORARY DIRECTORS AND QUORUM. One or more officers of the
Corporation present at the emergency Board meeting, as is necessary to achieve a
quorum, shall be considered to be Directors for the meeting, and shall so serve
in order of rank, and within the same rank, in order of seniority. In the event
that less than a quorum of the Directors are present (including any officers who
are to serve as Directors for the meeting), those Directors present (including
the officers serving as Directors) shall constitute a quorum.

          13.3    ACTIONS PERMITTED TO BE TAKEN. The Board as constituted in
Section 13.2, and after notice as set forth in Section 13.1 may:

                  13.3.1    prescribe emergency powers to any officer of the
     Corporation;

                  13.3.2    delegate to any officer or Director, any of the
     powers of the Board;

                  13.3.3    designate lines of succession of officers and
     agents, in the event that any of them are unable to discharge their duties;

                  13.3.4    relocate the principal place of business, or
     designate successive or simultaneous principal places of business; and

                  13.3.5    take any other convenient, helpful or necessary
     action to carry on the business of the Corporation.

                                       20


                                   ARTICLE 14

                                   AMENDMENTS

          These By-laws may be amended or repealed and new By-laws may be
adopted by a vote of the holders of shares entitled to vote in the election of
Directors or by the Board. Any By-laws adopted or amended by the Board may be
amended or repealed by the Stockholders entitled to vote thereon.

                                       21

EX-3.5

                                                                   Exhibit 3.5

                            CERTIFICATE OF FORMATION
                                       OF
                           CANDLELIGHT MANAGEMENT LLC

              This Certificate of Formation of Candlelight Management LLC, dated
as of November 30, 2000, is being duly executed and filed by the undersigned to
form a limited liability company under the Delaware Limited Liability Company
Act (6 Del. C. Section 18-101., ET SEQ.).

              1.     NAME. The name of the limited liability company formed
       hereby is Candlelight Management LLC (the "COMPANY").

              2.     REGISTERED OFFICE. The address of the registered office of
       the Company in the State of Delaware is The Corporation Trust Company,
       Corporation Trust Center, 1209 Orange Street in the City of Wilmington,
       County of New Castle, Delaware 19801.

              3.     REGISTERED AGENT. The name and address of the registered
       agent for service of process on the Company in the Stare of Delaware is
       The Corporation Trust Company, Corporation Trust Center, 1209 Orange
       Street in the City of Wilmington, County of New Castle, Delaware 19801.

              4.     INDEMNIFTCATION. The debts, obligations and liabilities of
       the Company, whether arising in tort, contract or otherwise, shall be
       solely the debts, obligations and liabilities of the Company, and no
       Member (as such term is defined in the Company's Limited Liability
       Company Agreement) or member of the Board or Directors of the Company
       shall be obligated personally for any such debt, obligation or liability
       of the Company solely by reason of being a member or acting as a member
       of the Board of Directors of the Company. A member of the Board of
       Directors of the Company shall, to the maximum extent permitted by the
       laws of Delaware, have no personal liability to the Company or its Member
       for monetary damages for breach of fiduciary duty as a member of the
       Board of Directors, provided that this provision shall not eliminate or
       reduce the liability of a member of the Board of Directors in any case
       where such elimination or reduction is nor permitted by law.

              IN WITNESS WHEREOF, the undersigned has executed this Certificate
of Formation as of the date first above written.

                                               By: /s/ Jose Misrahi
                                                   -----------------------------
                                                   Name: Jose Misrahi
                                                   Title: Organizer

EX-3.6

                                                                   Exhibit 3.6

                               OPERATING AGREEMENT
                                       FOR
                           CANDLELIGHT MANAGEMENT LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY

              This Operating Agreement (this "AGREEMENT") is made and entered
into as of December 18, 2000, by Playboy TV International, LLC, a Delaware
limited liability company (the "MEMBER").

              The Member desires to form a limited liability company pursuant to
the laws of the State of Delaware. Accordingly, in consideration of the mutual
covenants contained herein, the Members agree as follows:

              A.     FORMATION. The Member has formed a limited liability
company (the "COMPANY") pursuant to the provisions of the Delaware Limited
Liability Company Act (the "ACT") and subject to the terms, provisions and
conditions set forth in this Agreement.

              B.     FILING. In connection with the formation of the Company,
the Member has caused a Certificate of Formation which complies with the
requirements of the Act to be properly filed with the Delaware Secretary of
State.

              C.     NAME. The name of the Company shall be "Candlelight
Management LLC."

              D.     CAPITAL CONTRIBUTIONS. The Member shall contribute the
following amounts to the Company as its initial capital contributions:



              Name                                         Capital Contribution
              ----                                         --------------------
                                                            
              Candlelight Management LLC                       $   1,000.00


Additional capital contributions, if any, shall be made by the Member (or any
subsequently admitted member) pro rata in accordance with their respective
Percentage Interests, in the amounts and upon the terms and conditions as the
Members may unanimously agree.

              E.     OWNERSHIP INTERESTS. Candlelight Management LLC shall own a
100% ownership interest ("PERCENTAGE INTEREST") in the Company.

              F.     PROFITS AND LOSSES. The Member (and any subsequently
admitted member) shall share in the profits and losses of the Company in



accordance with their respective Percentage Interests. As used herein, "profits"
shall include each item of Company income and gain, and "losses" shall include
each item of Company loss and deduction, as determined for income tax purposes.

              G.     DISTRIBUTION. Each distribution to the Member of cash or
other assets of the Company shall be made in accordance with its Percentage
Interest, in such amounts and at such times as shall be determined by the
Member.

              H.     MANAGEMENT. The general management of the Company shall be
vested in the Member.

              I.     EVENTS GIVING RISE TO DISSOLUTION. The Company shall
dissolve upon the first to occur of the following, and upon no other event or
occurrence:

              1.     the agreement in writing by the Member to dissolve the
                     Company;
              2.     December 31, 2050; or
              3.     the dissolution of Playboy TV International LLC.

Without limiting the other provisions hereof, neither the assignment of all or
any part of the Member's interest in the Company nor the admission of a new
member shall cause the dissolution of the Company.

              J.     ASSIGNMENT OF MEMBERSHIP INTERESTS; ADMISSION OF NEW
MEMBERS. The Member may assign any portion or component of its interest in the
Company, and no new or substitute members shall be admitted to the Company,
without the written consent of the Member.

              K.     AMENDMENTS. This Agreement may be amended by written
agreement of amendment executed by the Member, but not otherwise.

              L.     GOVERNING LAW; JURISDICTION. This Agreement shall be
governed by and interpreted in accordance with the laws of the State of
Delaware.

                            [Continued on next page]

                                        2


              M.     SUCCESSORS AND ASSIGNS. Except as provided in this
Agreement to the contrary, this Agreement shall be binding upon and inure to the
benefit of the parties and their legal representatives, successors and assigns.

              IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date first above written.

                                             Playboy TV International, LLC, a
                                             Delaware limited liability company


                                             Name: /s/ William Fisher
                                                   -----------------------------
                                             Title: President, William Fisher
                                                    ----------------------------

                                        3


STATE OF FLORIDA

COUNTY OF MIAMI-DADE

              Before me, the undersigned Notary Public, personally appeared
William Fisher, to me known and known by me to be the person who executed the
foregoing document in his capacity of President of Playboy TV International,
LLC.

              WITNESS my signature and official seal at Coral Gables, County of
Miami-Dade, and State of Florida, on the 18th of December, 2000.


                                              /s/ Marilyn Olga Becerra
                                              ----------------------------------
                                              Marilyn Olga Becerra
                                              Notary Public


                                                       OFFICIAL NOTARY SEAL
                                                       MARILYN OLGA BECERRA
                                                  NOTARY PUBLIC STATE OF FLORIDA
                                                     COMMISSION NO. CC677603
                                                MY COMMISSION EXP. SEPT 26, 2001

EX-3.7

                                                                     Exhibit 3.7

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       of

                            SPICE ENTERTAINMENT, INC.

          The undersigned, being the Secretary of SPICE ENTERTAINMENT, INC. (the
"Corporation"), a corporation organized and existing under the laws of the State
of Delaware, does hereby certify as follows:

     (A)  The name of the Corporation is Spice Entertainment, Inc. The
Corporation was originally incorporated under the name Graff Pay-Per-View, Inc.
The date of filing its original Certificate of Incorporation with the Secretary
of State was May 13, 1992.

     (B)  This Amended and Restated Certificate of Incorporation bas been duly
adopted in accordance with the provisions of Section 242 and Section 245 of the
General Corporation Law of the State of Delaware (the "General Corporation
Law"). This Amended and Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Corporation's Restated
Certificate of Incorporation as previously amended or supplemented.

     (C)  The text of the Restated Certificate of Incorporation, as previously
amended or supplemented, is hereby amended and restated to read as set forth
below in full:

          1.   NAME. The nature of the corporation is Spice Entertainment, Inc.

          2.   ADDRESS; REGISTERED OFFICE AND AGENT. The address of
Corporation's registered office is 1209 Orange Street, City of Wilmington,
County of New Castle, State of Delaware 19801. The address of the Corporation's
registered agent is The Corporation Trust Company, 1209 Orange Street, City of
Wilmington, County of New Castle, State of Delaware 19801.

          3.   PURPOSES. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation law.

          4.   NUMBER OF SHARES. The total number of shares of stock that the
Corporation shall have authority to issue is One Thousand (1000), all of which
shall be shares of Common Stock, par value of One Cent ($.01) per share.

          5.   NAME AND MAILING ADDRESS OF INCORPORATOR. The name and mailing
address of the incorporator are Howard Shapiro, Playboy Enterprises, Inc., 680
North Lake Shore Drive, Chicago, Illinois 60611.

          6.   ELECTION OF DIRECTORS. Members of the Board of Directors of the
Corporation (the "Board") may be elected either by written ballot or by voice
vote.



          7.   LIMITATION OF LIABILITY. No director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that this provision shall
not eliminate or limit the liability of a director (a) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the General Corporation Law
or (d) for any transaction from which the director derived any improper personal
benefits.

               Any repeal or modification of the above provision shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of the repeal or modification.

          8.   INDEMNIFICATION.

               8.1    To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director or
officer of the Corporation, or, at the request of the Corporation, is or was
serving as a director or officer of any other corporation or in a capacity with
comparable authority or responsibilities for any partnership, joint venture,
trust, employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees, disbursements and other
charges). Persons who we not directors or officers of the Corporation (or
otherwise entitled to indemnification pursuant to the preceding sentence) may be
similarly indemnified in respect of service to the Corporation or to an Other
Entity at the request of the Corporation to the extent the Board at any time
specifies that such persons are entitled to the benefits of this Section 8.

               8.2    The Corporation shall, from time to time, reimburse or
advance to any director or officer or other person entitled to indemnification
hereunder the funds necessary for payment of expenses, including attorneys' fees
and disbursements, incurred in connection with any Proceeding, in advance of the
final disposition of such Proceeding, PROVIDED, HOWEVER, that, if required by
the General Corporation Law, such expenses incurred by or on behalf of any
director or officer or other person may be paid in advance of the final
disposition of a Proceeding only upon receipt by the Corporation of an
undertaking, by or on behalf of such director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such director, officer or other person is not
entitled to be indemnified for such expenses.

               8.3    The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall not be

                                        2


deemed exclusive of any other rights to which a person seeking indemnification
or reimbursement or advancement of expenses may have or hereafter be entitled
under any statute, this Certificate of Incorporation, the By-laws of the
Corporation (the "By-laws"), any agreement, any vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.

               8.4    The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall continue as to a person who has ceased to be a director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees of such person.

               8.5    The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Section 8, the By-laws or under section 145 of the
General Corporation Law or any other provision of law.

               8.6    The provisions of this Section 8 shall be a contract
between the Corporation, on the one hand, and each director and officer who
serves in such capacity at any time while this Section 8 is in effect and any
other person entitled to indemnification hereunder, on the other hand, pursuant
to which the Corporation and each such director, officer, or other person intend
to be, and shall be, legally bound. No repeal or modification of this Section 8
shall affect any rights or obligations with respect to any state of facts then
or theretofore existing or thereafter arising or any proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any such state
of facts.

               8.7    The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 8
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving that such indemnification or reimbursement or advancement
of expenses is not appropriate shall be on the Corporation. Neither the failure
of the Corporation (including its Board, its independent legal counsel and its
stockholders) to have made a determination prior to the commencement of such
action that such indemnification or reimbursement or advancement of expenses is
proper in the circumstances nor an actual determination by the Corporation
(including its Board, its independent legal counsel and its stockholders) that
such person is not entitled to such indemnification or reimbursement or
advancement of expenses shall constitute a defense to the action or create a
presumption that such person is not so entitled. Such a person shall also be
indemnified for any expenses incurred in connection with successfully
establishing his or

                                        3


her right to such indemnification or reimbursement or advancement of expenses,
in whole or in part, in any such proceeding.

               8.8    Any director or officer of the Corporation serving in any
capacity of (a) another corporation of which a majority of the shares entitled
to vote in the election of its directors is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

               8.9    Any person entitled to be indemnified or to reimbursement
or advancement of expenses as a matter of right pursuant to this Section 8 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; PROVIDED, HOWEVER, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the law in effect at the time indemnification or reimbursement or advancement
of expenses is sought.

          9.   ADOPTION, AMENDMENT AND/OR REPEAL OF BY-LAWS. The Board may from
time to time adopt, amend or repeal the By-laws of the Corporation; PROVIDED,
HOWEVER, that any By-laws adopted or amended by the Board may be coded or
repealed, and any By-laws may be adopted, by the stockholders of the Corporation
by vote of a majority of the holders of shares of stock of the Corporation
entitled to vote in the election of directors of the Corporation.

          WITNESS the signature of this Certificate this 9th of July, 1999.

                                                      /s/ Howard Shapiro
                                                      --------------------------
                                                      Howard Shapiro

                                        4

EX-3.8

                                                                     Exhibit 3.8

                            SPICE ENTERTAINMENT, INC.

                                    * * * * *

                          AMENDED AND RESTATED BY-LAWS

                                    * * * * *


                                       I.

                                     OFFICES

          1.   The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.

          2.   The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may,
from time to time, determine or the business of the Corporation may require.

                                       II.

                            MEETINGS OF STOCKHOLDERS

          1.   All meetings of the stockholders for the election of directors
shall be held at such place as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Meetings of the stockholders for any other purpose
may be held at such time and place, within or without the State of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.



          2.   Annual meetings of the stockholders, commencing with the year
1999, shall be held on May 1st, if not a legal holiday, and if a legal holiday,
then on the next secular day following or at such other date and time as shall
be designated from time to time by the Board of Directors and stated in the
notice of the meeting, at which they shall elect by a plurality vote a Board of
Directors, and transact such other business as may properly be brought before
the meeting,

          3.   The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

          4.   Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and



outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

          5.   Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty (60) days before
the date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

          6.   Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

          7.   The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.



          8.   When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
Certificate of Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.

          9.   Unless otherwise provided in the Certificate of Incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of capital stock having voting power
held by such stockholder, but no proxy shall be valid unless it provides that it
may only be voted on at a specific meeting of stockholders or any adjournment or
adjournments thereof.

          10.  Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.



                                      III.

                                    DIRECTORS

          1.   The number of directors which shall constitute the whole board
shall be such number, not less than one nor more than four, as may be determined
from time to time by resolution duly adopted by the Board of Directors. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.

          2.   Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced.

          3.   The business of the Corporation shall be managed by, or under the
direction of, its Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these By-laws directed or required to be
exercised or done by the stockholders.

          4.   Unless otherwise provided by the Certificate of Incorporation or
by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares then entitled to vote at
an election of directors.



                       MEETINGS OF THE BOARD OF DIRECTORS

          5.   The Board of Directors of the Corporation may hold meetings, both
regular and special, either within or without the State of Delaware.

          6.   The first meeting of each newly elected Board of Directors shall
be held without other notice than this by-law, immediately after, and at the
same place, as the annual meeting of stockholders.

          7.   Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

          8.   Special meetings of the Board may be called by the President on
twenty-four (24) hours' notice to each director, either personally or by mail or
by facsimile communication; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
directors,

          9.   At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third (1/3) of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at my meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.



          10.  Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof, may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

          11.  Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, members of the Board of Directors, or any committee thereof,
may participate in a meeting, by means of conference via telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

          12.  The Board of Directors may, by resolutions passed by a majority
of the whole Board, designated one or more committees, each committee to consist
of one or more of the directors of the Corporation, which, to the agent provided
in the resolution and permitted by law, shall have and may exercise the powers
of the Board of Directors in the management of the business and affairs of the
Corporation and duly authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors.



          13.  Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

          14.  Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, the Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor, Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

          15.  Unless otherwise restricted by the Certificate of Incorporation
or By-law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares entitled to one vote at an
election of directors.

                                       IV.

                                     NOTICES

          1.   Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses



appearing on the books of the Corporation. Notice by mail shall be deemed to be
given at the time when the same shall be mailed. Notice to directors may also be
given by telegram or facsimile.

          2.   Whenever any notice is required to be given under the provisions
of the statutes or of the Certificate of Incorporation or of these By-laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                       V.

                                    OFFICERS

          1.   The officers of the Corporation shall be chosen by the Board of
Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-laws otherwise provide.

          2.   The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, one or more Vice-Presidents, a
Secretary and a Treasurer, and may choose one or more additional Vice-Presidents
and one or more Assistant Secretaries and one or more Assistant Treasurers.

          3.   The Board of Directors may appoint such other officers and agents
as it shall deem necessary who shall hold their offices for such terms and shall
exercise



such powers and perform such duties as shall be determined from time to time by
the Board.

          4.   The Board of Directors shall be responsible for establishing the
compensation and employee benefit policies and programs of the Corporation.

          5.   The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

          6.   The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

          7.   He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.



                               THE VICE-PRESIDENTS

          8.   In the election of officers, the Board of Directors may designate
one of the Vice-Presidents as Senior Vice President. In the absence or inability
or retail to act of the President, the duties of such office shall be performed
by one of the Vice-Presidents, acting singly in the following order in the
absence or inability or refusal to act of their respective designated
predecessors:

               (a)    The Executive Vice-President, if any;

               (b)    The Senior Vice-Presidents, if any, in the order
     designated by the Board of Directors or, in the absence of any designation,
     then in the order of their election;

               (c)    All other Vice-Presidents in the order designated by the
     Board of Directors or, in the absence of any designation then in the order
     of their election.

          Each Vice-President, when performing the duties of the President,
shall have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall perform such
other duties as may be assigned to him from time to time by the President or by
the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

          9.   The Secretary shall attend all meetings of the Board of Directors
and all meetings of the stockholders and record all the proceedings of the
meetings of the Corporation and of the Board of Directors in a book to be kept
for that purpose and shall



perform like duties for the standing committees when required. He shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or President, under whose supervision he
shall be. He shall have custody of the corporate seal of the Corporation and he,
or an Assistant Secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his signature
or by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature.

          10.  The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

          11.  The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.



          12.  He, shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the Corporation.

          13.  If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

          14.  The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.



                                       VI.

                             CERTIFICATES FOR SHARES

          1.   Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, the President or Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary of the Corporation,
certifying the number of shares represented by such certificate owned by him in
the Corporation.

          2.   Any or all the signatures on a certificate may be facsimile. In
case any officer, transfer agent or registrar who have signed or whose facsimile
signature or signatures have been placed upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate or
certificates is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

          3.   The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as



indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

                                TRANSFER OF STOCK

          4.   Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

          5.   In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting, provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.



                             REGISTERED STOCKHOLDERS

          6.   The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                      VII.

                               GENERAL PROVISIONS
                                    DIVIDENDS

          1.   Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

          2.   Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve, in the
manner in which it was created.



                                     CHECKS

          3.   All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

          4.   The fiscal year of the Corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the Board of
Directors.

                                      SEAL

          5.   The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          6.

               (a)    RIGHT TO INDEMNIFICATION. Each person who was or is made a
     party or is threatened to be made a party to or is involved in any action,
     suit or proceedings whether civil, criminal, administrative or
     investigative (hereinafter a "Proceeding"), by reason of the fact that he
     or she, or a person of whom he or she



     is the legal representative, is or was a director or officer of the
     Corporation as a director, officer, employee or agent of another
     corporation or of a partnership, joint venture, trust or other enterprise,
     including service with respect to employee benefit plans, whether the basis
     of such proceeding is alleged action in an official capacity as a director,
     officer, employee or agent or in any other capacity while seeking as a
     director, officer, employee or agent, shall be indemnified and held
     harmless by the Corporation to the fullest extent authorized by the
     Delaware General Corporation Law, as the same exists or may hereafter be
     amended (but, in the case of any such amendment, only to the extent that
     such amendment permits the Corporation to provide broader indemnification
     rights than said law permitted the Corporation to provide prior to such
     amendment) against all expense, liability and loss (including attorneys'
     fees, judgments, fines, ERISA excise taxes or penalties and amount paid to
     be paid in settlement) reasonably incurred or suffered by such person in
     connection therewith and such indemnification shall continue as to a person
     who has ceased to be a director, officer, employee or agent and shall inure
     to the benefit of his or her heirs, executors and administrators; provided,
     however, that except as provided in Paragraph (b) hereof, the Corporation
     shall indemnify any such person seeking indemnification in connection with
     a proceeding (or part thereof) initiated by such person only if such
     proceeding (or part thereto was authorized by the Board of Directors of the
     Corporation. The right to indemnification conferred in this section shall
     be contract right and shall include the right to be paid by the Corporation
     the



     expenses incurred in defending any such proceeding in advance of its final
     disposition; provided, however, that if the Delaware General Corporation
     Law requires, the payment of such expenses incurred by a director or
     officer in his other capacity as a director or officer (and not in any
     other capacity in which service was or is rendered by such person while a
     director or officer including, without limitation, service to an employee
     benefit plan) in advance of the final disposition of a proceeding, shall be
     made only upon delivery to the Corporation of an undertaking, by or on
     behalf of such director or officer, to repay all amounts so advance if it
     shall ultimately be determined that such director or officer is not
     entitled to be indemnified under this Section or otherwise.

               (b)    RIGHT TO CLAIMANT TO BRING SUIT. If a claim under
     Paragraph (a) of this Section is not paid in full by the Corporation within
     ninety (90) days after a written claim has been received by the
     Corporation, the claimant may at any time thereafter bring suit against the
     Corporation to recover the unpaid amount of the claim and, if successful in
     whole or in part, the claimant shall be entitled to be paid also the
     expense of prosecuting such claim. It shall be a defense to any such action
     (other than an action brought to enforce a claim for expenses incurred in
     defending any proceeding in advance of its final disposition where the
     required undertaking, if any is required, has been tendered to the
     Corporation) that the claimant has not met the standards of conduct which
     make it permissible under the Delaware General Corporation Law for the
     Corporation to indemnify the claimant for the amount claimed, but the
     burden of proving such



     defense shall be on the Corporation. Neither the failure of the Corporation
     (including its Board of Directors, independent legal counsel, or its
     stockholders) to have made a determination prior to the commencement of
     such action that indemnification of the claimant is proper in the
     circumstances because he or she has met the applicable standard of conduct
     set forth in the Delaware General Corporation Law, nor an actual
     determination by the Corporation (including its Board of Directors,
     independent legal counsel, or its stockholders) that the claimant has not
     met such applicable standard of conduct, shall be defense to the action or
     create a presumption that the claimant has not met the applicable standard
     of conduct.

               (c)    NON-EXCLUSIVITY OF RIGHTS. The right to indemnification
     and payment of expenses incurred in defending a proceeding in advance of
     its final disposition conferred in this section shall not be exclusive of
     any other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, By-law, agreement,
     vote of stockholders or disinterested directors or otherwise.

               (d)    INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another corporation, partnership, joint venture, trust
     or other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person against
     such expense, liability or loss under the Delaware General Corporation Law.



                                      VIII.

                                   AMENDMENTS

          1.   These By-laws may be altered, amended or repealed or new By-laws
may be adopted by the stockholders or by the Board of Directors, when such power
is conferred upon the Board of Directors by the Certificate of Incorporation at
any regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeat or adoption of new By-laws be contained in
the notice of such special meeting. If the power to adopt, amend or repeal
By-laws is conferred upon the Board of Directors by the Certificate of
Incorporation it shall not divest or limit the power of the stockholder to
adopt, amend or repeal By-laws.

EX-3.9

                                                                     Exhibit 3.9

                          CERTIFICATE OF INCORPORATION

                                       OF

                               GRAFF MERGER CORP.

          The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware") hereby
certifies that:

          FIRST:      The name of this corporation (hereinafter called the
"Corporation") is GRAFF MERGER CORP.

          SECOND:     The address, including street, number, city and county of
the registered office of the Corporation in the State of Delaware is 32
Loockerman Square, Suite L-100, City of Dover, County of Kent (zip code 19901)
and the name of the registered agent of the corporation in the State of Delaware
at such address is The Prentice-Hall Corporation System, Inc.

          THIRD:      The nature of the business and of the purposes to be
conducted and promoted by the Corporation are to conduct any lawful business, to
promote any lawful purpose, and to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.

          FOURTH:     The aggregate number of shares which the Corporation shall
have authority to issue is a total of one thousand 1,000 shares of Common Stock,
par value $.01 per share, all or which are of the same class.

          FIFTH:      The name and mailing address of the incorporator is as
follows:

          Karen S. Lieberstein
          DORNBUSH MENSCH MANDELSTAM & SCHAEFFER
          747 Third Avenue
          New York, New York  10017

          SIXTH:      The corporation is to have perpetual existence.

          SEVENTH:    Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution of or any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a



meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

          EIGHTH:     The original By-Laws of the Corporation shall be adopted
by the incorporator. Thereafter, the power to make, alter, or repeal the
By-Laws, and to adopt any new By-Law, shall be vested in the Board of Directors.

          NINTH: The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, or by any successor thereto, indemnify any and
all persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section. Such right to indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person. The indemnification provided for herein shall not be deemed exclusive of
any other rights of which those seeking indemnification may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise.

          TENTH: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
the same may be amended and supplemented.

          I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set nay hands this 25th day of March, 1994.

                                          /s/ Karen S. Lieberstein
                                          --------------------------------------
                                          Karen S. Lieberstein
                                          Incorporator
                                          Dornbush Mensch Mandelstam & Schaeffer
                                          747 Third Avenue
                                          New York, New York 10017

                                        2


                              CERTIFICATE OF MERGER
                                     MERGING
                                       CPV
                                      INTO
                               GRAFF MERGER CORP.

          Graff Merger Corp., a corporation organized and existing under and by
the virtue of the General corporation Law of the State of Delaware, does hereby
certify as follows:

          FIRST:    The names and states of incorporation of each of the
constituent corporations are as follows:

                                       CPV
                            a California corporation

                                       and

                               GRAFF MERGER CORP.
                             a Delaware corporation

          SECOND: A Merger Agreement and Plan of Reorganization dated as of May
26, 1994 has been approved, adopted, certified, executed and acknowledged by
each of the constituent corporations in accordance with the requirements of
Section 252 (c) of the Delaware General Corporation Law.

          THIRD: Graff Merger Corp. shall be the surviving corporation and its
name shall be changed to "CPV Productions, Inc."

          FOURTH: The Certificate of Incorporation of Graff Merger Corp. shall
be the Certificate of Incorporation for the surviving corporation.

          FIFTH: A copy of the executed Merger Agreement and Plan of
Reorganization is on file at the principal place of business of Graff Merger
Corp., 536 Broadway, New York, New York, 10012.



          SIXTH: A copy of the Merger Agreement and Plan of Reorganization will
be furnished by Graff Merger Corp. on request and without cost to any
stockholder of any constituent corporation.

          SEVENTH: The authorized capital stock of CPV is 1,000,000 shares of
Common Stock.

          IN WITNESS WHEREOF, Graff Merger Corp. has caused this Certificate to
be signed by Philip J. Callaghan, its Executive Vice President, and attested by
Robert Ragusa, its Secretary, on this 27th day of May, 1994.

ATTEST                                            GRAFF MERGER CORP.


/s/ Robert Ragusa, Secretary                      By:  /s/ Philip J. Callaghan
- ----------------------------                           -----------------------
Robert Ragusa, Secretary                                Philip J. Callaghan,
                                                        Executive Vice President

                                        2


                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

          CPV PRODUCTIONS, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

          The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc. and the present registered office of the corporation is
in the county of New Castle.

          The Board of Directors of CPV Productions, Inc. adopted the following
resolution on JULY 29, 1999.

          Resolved, that the registered office of The Prentice-Hall Corporation
System, Inc. in the State of Delaware be and it hereby is changed to Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, County of New
Castle, and the authorization of the present registered agent of this
corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST
COMPANY, shall be and is hereby constituted and appointed the registered agent
of this corporation at the address of its registered office.

          IN WITNESS WHEREOF, CPV Productions, Inc. has caused this statement to
be signed by Howard Shapiro, its Vice President and Secretary, this 3RD DAY OF
AUGUST, 1999.


                                          /s/ Howard Shapiro
                                          --------------------------------
                                          Howard Shapiro
                                          Vice President and Secretary

EX-3.10

                                                                    Exhibit 3.10

                              CPV PRODUCTIONS, INC.

                                    * * * * *

                                     BY-LAWS

                                    * * * * *


                                       I.

                                     OFFICES

          1.   The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.

          2.   The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may, from
time to time, determine or the business of the Corporation may require.

                                       II.

                            MEETINGS OF STOCKHOLDERS

          1.   All meetings of the stockholders for the election of directors
shall be held at such place as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Meetings of the stockholders for any other purpose
may be held at such time and place, within or without the State of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.



          2.   Annual meetings of the stockholders, commencing with the year
1999, shall be held on May 1st, if not a legal holiday, and if a legal holiday,
then on the next secular day following or at such other date and time as shall
be designated from time to time by the Board of Directors and stated in the
notice of the meeting, at which they shall elect by a plurality vote a Board of
Directors, and transact such other business as may properly be brought before
the meeting,

          3.   The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

          4.   Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and



outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

          5.   Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty (60) days before
the date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

          6.   Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

          7.   The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.



          8.   When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
Certificate of Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.

          9.   Unless otherwise provided in the Certificate of Incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of capital stock having voting power
held by such stockholder, but no proxy shall be valid unless it provides that it
may only be voted on at a specific meeting of stockholders or any adjournment or
adjournments thereof.

          10.  Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.



                                      III.

                                    DIRECTORS

          1.   The number of directors which shall constitute the whole board
shall be such number, not less than one nor more than four, as may be determined
from time to time by resolution duly adopted by the Board of Directors. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.

          2.   Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced.

          3.   The business of the Corporation shall be managed by, or under the
direction of, its Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these By-laws directed or required to be
exercised or done by the stockholders.

          4.   Unless otherwise provided by the Certificate of Incorporation or
by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares then entitled to vote at
an election of directors.



                       MEETINGS OF THE BOARD OF DIRECTORS

          5.   The Board of Directors of the Corporation may hold meetings, both
regular and special, either within or without the State of Delaware.

          6.   The first meeting of each newly elected Board of Directors shall
be held without other notice than this by-law, immediately after, and at the
same place, as the annual meeting of stockholders.

          7.   Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

          8.   Special meetings of the Board may be called by the President on
twenty-four (24) hours' notice to each director, either personally or by mail or
by facsimile communication; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
directors,

          9.   At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third (1/3) of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at my meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.



          10.  Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof, may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

          11.  Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, members of the Board of Directors, or any committee thereof,
may participate in a meeting, by means of conference via telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

          12.  The Board of Directors may, by resolutions passed by a majority
of the whole Board, designated one or more committees, each committee to consist
of one or more of the directors of the Corporation, which, to the agent provided
in the resolution and permitted by law, shall have and may exercise the powers
of the Board of Directors in the management of the business and affairs of the
Corporation and duly authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors.

          13.  Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.



                            COMPENSATION OF DIRECTORS

          14.  Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, the Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor, Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

          15.  Unless otherwise restricted by the Certificate of Incorporation
or By-law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares entitled to one vote at an
election of directors.

                                       IV.

                                     NOTICES

          1.   Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.



          2.   Whenever any notice is required to be given under the provisions
of the statutes or of the Certificate of Incorporation or of these By-laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                       V.

                                    OFFICERS

          1.   The officers of the Corporation shall be chosen by the Board of
Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-laws otherwise provide.

          2.   The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, one or more Vice-Presidents, a
Secretary and a Treasurer, and may choose one or more additional Vice-Presidents
and one or more Assistant Secretaries and one or more Assistant Treasurers.

          3.   The Board of Directors may appoint such other officers and agents
as it shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board.

          4.   The Board of Directors shall be responsible for establishing the
compensation and employee benefit policies and programs of the Corporation.



          5.   The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

          6.   The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

          7.   He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

          8.   In the election of officers, the Board of Directors may designate
one of the Vice-Presidents as Senior Vice President. In the absence or inability
or retail to act of the President, the duties of such office shall be performed
by one of the Vice-Presidents, acting singly in the following order in the
absence or inability or refusal to act of their respective designated
predecessors:



               (a)    The Executive Vice-President, if any;

               (b)    The Senior Vice-Presidents, if any, in the order
     designated by the Board of Directors or, in the absence of any designation,
     then in the order of their election;

               (c)    All other Vice-Presidents in the order designated by the
     Board of Directors or, in the absence of any designation then in the order
     of their election.

          Each Vice-President, when performing the duties of the President,
shall have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall perform such
other duties as may be assigned to him from time to time by the President or by
the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

          9.   The Secretary shall attend all meetings of the Board of Directors
and all meetings of the stockholders and record all the proceedings of the
meetings of the Corporation and of the Board of Directors in a book to be kept
for that purpose and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he shall be. He shall have custody of the corporate seal
of the Corporation and he, or an Assistant Secretary, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by



his signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.

          10.  The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

          11.  The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

          12.  He, shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the Corporation.

          13.  If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or



sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

          14.  The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                       VI.

                             CERTIFICATES FOR SHARES

          1.   Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, the President or Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary of the Corporation,
certifying the number of shares represented by such certificate owned by him in
the Corporation.

          2.   Any or all the signatures on a certificate may be facsimile. In
case any officer, transfer agent or registrar who have signed or whose facsimile
signature or signatures have been placed upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate or
certificates is issued, it may be issued



by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

          3.   The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                TRANSFER OF STOCK

          4.   Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.



          5.   In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting, provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                             REGISTERED STOCKHOLDERS

          6.   The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.



                                      VII.

                               GENERAL PROVISIONS
                                    DIVIDENDS

          1.   Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

          2.   Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve, in the
manner in which it was created.

                                     CHECKS

          3.   All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

          4.   The fiscal year of the Corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the Board of
Directors.



                                      SEAL

          5.   The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          6.

               (a)    RIGHT TO INDEMNIFICATION. Each person who was or is made a
     party or is threatened to be made a party to or is involved in any action,
     suit or proceedings whether civil, criminal, administrative or
     investigative (hereinafter a "Proceeding"), by reason of the fact that he
     or she, or a person of whom he or she is the legal representative, is or
     was a director or officer of the Corporation as a director, officer,
     employee or agent of another corporation or of a partnership, joint
     venture, trust or other enterprise, including service with respect to
     employee benefit plans, whether the basis of such proceeding is alleged
     action in an official capacity as a director, officer, employee or agent or
     in any other capacity while seeking as a director, officer, employee or
     agent, shall be indemnified and held harmless by the Corporation to the
     fullest extent authorized by the Delaware General Corporation Law, as the
     same exists or may hereafter be amended (but, in the case of any such
     amendment, only to the extent that such amendment permits the Corporation
     to provide broader indemnification rights than said law permitted the
     Corporation to provide prior to such amendment) against all expense,
     liability



     and loss (including attorneys' fees, judgments, fines, ERISA excise taxes
     or penalties and amount paid to be paid in settlement) reasonably incurred
     or suffered by such person in connection therewith and such indemnification
     shall continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of his or her heirs,
     executors and administrators; provided, however, that except as provided in
     Paragraph (b) hereof, the Corporation shall indemnify any such person
     seeking indemnification in connection with a proceeding (or part thereof)
     initiated by such person only if such proceeding (or part thereto was
     authorized by the Board of Directors of the Corporation. The right to
     indemnification conferred in this section shall be contract right and shall
     include the right to be paid by the Corporation the expenses incurred in
     defending any such proceeding in advance of its final disposition;
     provided, however, that if the Delaware General Corporation Law requires,
     the payment of such expenses incurred by a director or officer in his other
     capacity as a director or officer (and not in any other capacity in which
     service was or is rendered by such person while a director or officer
     including, without limitation, service to an employee benefit plan) in
     advance of the final disposition of a proceeding, shall be made only upon
     delivery to the Corporation of an undertaking, by or on behalf of such
     director or officer, to repay all amounts so advance if it shall ultimately
     be determined that such director or officer is not entitled to be
     indemnified under this Section or otherwise.



               (b)    RIGHT TO CLAIMANT TO BRING SUIT. If a claim under
     Paragraph (a) of this Section is not paid in full by the Corporation within
     ninety (90) days after a written claim has been received by the
     Corporation, the claimant may at any time thereafter bring suit against the
     Corporation to recover the unpaid amount of the claim and, if successful in
     whole or in part, the claimant shall be entitled to be paid also the
     expense of prosecuting such claim. It shall be a defense to any such action
     (other than an action brought to enforce a claim for expenses incurred in
     defending any proceeding in advance of its final disposition where the
     required undertaking, if any is required, has been tendered to the
     Corporation) that the claimant has not met the standards of conduct which
     make it permissible under the Delaware General Corporation Law for the
     Corporation to indemnify the claimant for the amount claimed, but the
     burden of proving such defense shall be on the Corporation. Neither the
     failure of the Corporation (including its Board of Directors, independent
     legal counsel, or its stockholders) to have made a determination prior to
     the commencement of such action that indemnification of the claimant is
     proper in the circumstances because he or she has met the applicable
     standard of conduct set forth in the Delaware General Corporation Law, nor
     an actual determination by the Corporation (including its Board of
     Directors, independent legal counsel, or its stockholders) that the
     claimant has not met such applicable standard of conduct, shall be defense
     to the action or create a presumption that the claimant has not met the
     applicable standard of conduct.



               (c)    NON-EXCLUSIVITY OF RIGHTS. The right to indemnification
     and payment of expenses incurred in defending a proceeding in advance of
     its final disposition conferred in this section shall not be exclusive of
     any other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, By-law, agreement,
     vote of stockholders or disinterested directors or otherwise.

               (d)    INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another corporation, partnership, joint venture, trust
     or other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person against
     such expense, liability or loss under the Delaware General Corporation Law.

                                      VIII.

                                   AMENDMENTS

          1.   These By-laws may be altered, amended or repealed or new By-laws
may be adopted by the stockholders or by the Board of Directors, when such power
is conferred upon the Board of Directors by the Certificate of Incorporation at
any regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeat or adoption of new By-laws be contained in
the notice of such special meeting. If the power to adopt, amend or repeal
By-laws is conferred upon the Board of Directors by the Certificate of
Incorporation it shall not divest or limit the power of the stockholder to
adopt, amend or repeal By-laws.

EX-3.11

                                                                    Exhibit 3.11

                          CERTIFICATE OF INCORPORATION

                                       OF

                             SPICE INTERACTIVE, INC.

     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware") hereby
certifies that:

     FIRST:         The name of this corporation (hereinafter called the
"Corporation") is SPICE INTERACTIVE, INC.

     SECOND:        The address, including street, number, city and county of
the registered office of the Corporation in the State of Delaware is, 32
Loockerman Square, Suite L-100, City of Dover, County of Kent (zip code 19901)
and the name of the registered agent of the corporation in the State of Delaware
at such address is The Prentice-Hall Corporation System, Inc.

     THIRD:         The nature of the business and of the purposes to be
conducted and promoted by the Corporation are to conduct any lawful business, to
promote any lawful purpose, and to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.

     FOURTH:        The aggregate number of shares which the Corporation shall
have authority to issue is a total of one thousand (1,000) shares of Common
Stock, par value $.01 per share, all of which are of the same class.

     FIFTH:         The name and mailing address of the incorporator is as
follows:

                    Karen S. Lieberstein
                    DORNBUSH MENSCH MANDELSTAM
                    & SCHAEFFER
                    747 Third Avenue
                    New York, New York 10017

     SIXTH:         The corporation is to have perpetual existence.

     SEVENTH:       Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or any creditor or Stockholder thereof or on the
application of any receiver or receivers appointed for this



Corporation under the provisions of Section 291 of Title 8 of the Delaware Code
or on the application of trustees in dissolution of or any receiver or receivers
appointed for this Corporation under the provisions of Section 279 of Title 8 of
the Delaware Code order a meeting of the creditors or class of creditors, and/or
of the stockholders or class of stockholders of this Corporation, as the case
may be, to be summoned in such manner as the said court directs. If a majority
in number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

     EIGHTH:        The original By-Laws of the Corporation shall be adopted by
the incorporator. Thereafter, the power to make, alter, or repeal the By-Laws,
and to adopt any new By-Law, shall be vested' in the Board of Directors.

     NINTH:         The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, or by any successor thereto, indemnify any and
all persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section. Such right to indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person. The indemnification provided for herein shall not be deemed exclusive of
any other rights of which those seeking indemnification may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise.

     NINTH:         The personal liability of the directors of the Corporation
is hereby eliminated to the fullest extent permitted by paragraph (7) of
subsection (b) of Section 102 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are truce, and
accordingly have hereunto set my hands this 19th day of April, 1994.


                                            /s/ Karen S. Lieberstein
                                            ---------------------------
                                            Karen S. Lieberstein
                                            Incorporator

                                            DORNBUSH MENSCH MANDELSTAM
                                            & SCHAEFFER
                                            747 Third Avenue
                                            New York, New York 10017

                                        2


                            CERTIFICATE OF AMENDMENT

                          BEFORE PAYMENT OF CAPITAL OF

                         CERTIFICATE OF INCORPORATION OF

                             SPICE INTERACTIVE, INC.

          Spice Interactive, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, does
hereby certify as follows:

          FIRST:      The following amendment to the Certificate of
Incorporation of said corporation was duly adopted in accordance with the
provisions of Section 241 of Title 8 of the General Corporation Law of the State
of Delaware, having been authorized by the Written Consent of the Sole
Incorporator of said corporation.

          SECOND:     That the Certificate of incorporation of said corporation
has been amended as follows:

          By striking out the whole of Article First thereof asp it now exists
and inserting in lieu and instead thereof a new Article First, reading as
follows:

          FIRST:      The name of the corporation (hereinafter called the
          "Corporation") is Cyberspice, Inc.

          THIRD:      That no part of the capital of said corporation having
been paid, this certificate is filed pursuant to Section 241 of Title 8 of the
General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, I have duly executed this Certificate of Amendment
this 18th day of August, 1994.

                                               /s/ Karen S. Lieberstein
                                               ---------------------------------
                                               Karen S. Lieberstein
                                               Incorporator



                   CERTIFICATE OF CHANGE OFF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                      *****

          CYBERSPICE, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

          The present registered agent of the corporation is Prentice-Hall
Corporation System, Inc. and the present registered office of the corporation is
in the county of New Castle.

          The Board of Directors of CYBERSPICE, INC. adopted the following
resolution on the 29th day of July, 1999.

          NOW, THEREFORE, BE IT HEREBY RESOLVED, that the registered office of
CYBERSPICE, INC. in the state of Delaware be and it hereby is changed to
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, and the authorization of the present registered agent of this
corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST
COMPANY, shall be and is hereby constituted and appointed the registered agent
of this corporation at the address of its registered office.

         IN WITNESS WHEREOF, CYBERSPICE, INC. has caused this statement to be
signed by Howard Shapiro, its Vice President and Secretary, this 15th day of
January, 2002.

                                                      /s/ Howard Shapiro
                                                     ---------------------------
                                                     Howard Shapiro

EX-3.12

                                                                    Exhibit 3.12


                                CYBERSPICE, INC.

                                    * * * * *

                                     BY-LAWS

                                    * * * * *

                                       I.

                                     OFFICES

          1.     The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

          2.     The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may, from
time to time, determine or the business of the Corporation may require.

                                       II.

                            MEETINGS OF STOCKHOLDERS

          1.     All meetings of the stockholders for the election of directors
shall be held at such place as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Meetings of the stockholders for any other purpose
may be held at such time and place, within or without the State of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.



          2.     Annual meetings of the stockholders, commencing with the year
1999, shall be held on May 1st, if not a legal holiday, and if a legal holiday,
then on the next secular day following or at such other date and time as shall
be designated from time to time by the Board of Directors and stated in the
notice of the meeting, at which they shall elect by a plurality vote a Board of
Directors, and transact such other business as may properly be brought before
the meeting,

          3.     The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present.

          4.     Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and



outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

          5.     Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty (60) days before
the date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

          6.     Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

          7.     The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.



          8.     When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

          9.     Unless otherwise provided in the Certificate of Incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of capital stock having voting power
held by such stockholder, but no proxy shall be valid unless it provides that it
may only be voted on at a specific meeting of stockholders or any adjournment or
adjournments thereof.

          10.    Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.



                                      III.

                                    DIRECTORS

          1.     The number of directors which shall constitute the whole board
shall be such number, not less than one nor more than four, as may be determined
from time to time by resolution duly adopted by the Board of Directors. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.

          2.     Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced.

          3.     The business of the Corporation shall be managed by, or under
the direction of, its Board of Directors which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or
by the Certificate of Incorporation or by these By-laws directed or required to
be exercised or done by the stockholders.

          4.     Unless otherwise provided by the Certificate of Incorporation
or by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares then entitled to vote at
an election of directors.



                       MEETINGS OF THE BOARD OF DIRECTORS

          5.     The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

          6.     The first meeting of each newly elected Board of Directors
shall be held without other notice than this by-law, immediately after, and at
the same place, as the annual meeting of stockholders.

          7.     Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

          8.     Special meetings of the Board may be called by the President on
twenty-four (24) hours' notice to each director, either personally or by mail or
by facsimile communication; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
directors,

          9.     At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third (1/3) of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at my meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.



          10.    Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof, may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

          11.    Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, members of the Board of Directors, or any committee thereof,
may participate in a meeting, by means of conference via telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

          12.    The Board of Directors may, by resolutions passed by a majority
of the whole Board, designated one or more committees, each committee to consist
of one or more of the directors of the Corporation, which, to the agent provided
in the resolution and permitted by law, shall have and may exercise the powers
of the Board of Directors in the management of the business and affairs of the
Corporation and duly authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors.



          13.    Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

          14.    Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, the Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor, Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

          15.    Unless otherwise restricted by the Certificate of Incorporation
or By-law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares entitled to one vote at an
election of directors.

                                       IV.

                                     NOTICES

          1.     Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses



appearing on the books of the Corporation. Notice by mail shall be deemed to be
given at the time when the same shall be mailed. Notice to directors may also be
given by telegram or facsimile.

          2.     Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                       V.

                                    OFFICERS

          1.     The officers of the Corporation shall be chosen by the Board of
Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-laws otherwise provide.

          2.     The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, one or more Vice-Presidents, a
Secretary and a Treasurer, and may choose one or more additional Vice-Presidents
and one or more Assistant Secretaries and one or more Assistant Treasurers.

          3.     The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise



such powers and perform such duties as shall be determined from time to time by
the Board.

          4.     The Board of Directors shall be responsible for establishing
the compensation and employee benefit policies and programs of the Corporation.

          5.     The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

          6.     The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

          7.     He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.



                               THE VICE-PRESIDENTS

          8.     In the election of officers, the Board of Directors may
designate one of the Vice-Presidents as Senior Vice President. In the absence or
inability or retail to act of the President, the duties of such office shall be
performed by one of the Vice-Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

                 (a)    The Executive Vice-President, if any;

                 (b)    The Senior Vice-Presidents, if any, in the order
     designated by the Board of Directors or, in the absence of any designation,
     then in the order of their election;

                 (c)    All other Vice-Presidents in the order designated by the
     Board of Directors or, in the absence of any designation then in the order
     of their election.

          Each Vice-President, when performing the duties of the President,
shall have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall perform such
other duties as may be assigned to him from time to time by the President or by
the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

          9.     The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall



perform like duties for the standing committees when required. He shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or President, under whose supervision he
shall be. He shall have custody of the corporate seal of the Corporation and he,
or an Assistant Secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his signature
or by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature.

          10.    The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

          11.    The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.



          12.    He, shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

          13.    If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

          14.    The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.



                                       VI.

                             CERTIFICATES FOR SHARES

          1.     Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, the President or Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary of the Corporation,
certifying the number of shares represented by such certificate owned by him in
the Corporation.

          2.     Any or all the signatures on a certificate may be facsimile. In
case any officer, transfer agent or registrar who have signed or whose facsimile
signature or signatures have been placed upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate or
certificates is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

          3.     The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as



indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

                                TRANSFER OF STOCK

          4.     Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

          5.     In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting, provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.



                             REGISTERED STOCKHOLDERS

          6.     The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                      VII.

                               GENERAL PROVISIONS
                                    DIVIDENDS

          1.     Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

          2.     Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve, in the
manner in which it was created.



                                     CHECKS

          3.     All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

          4.     The fiscal year of the Corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the Board of
Directors.

                                      SEAL

          5.     The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          6.

                 (a)    RIGHT TO INDEMNIFICATION. Each person who was or is made
     a party or is threatened to be made a party to or is involved in any
     action, suit or proceedings whether civil, criminal, administrative or
     investigative (hereinafter a "Proceeding"), by reason of the fact that he
     or she, or a person of whom he or she



     is the legal representative, is or was a director or officer of the
     Corporation as a director, officer, employee or agent of another
     corporation or of a partnership, joint venture, trust or other enterprise,
     including service with respect to employee benefit plans, whether the basis
     of such proceeding is alleged action in an official capacity as a director,
     officer, employee or agent or in any other capacity while seeking as a
     director, officer, employee or agent, shall be indemnified and held
     harmless by the Corporation to the fullest extent authorized by the
     Delaware General Corporation Law, as the same exists or may hereafter be
     amended (but, in the case of any such amendment, only to the extent that
     such amendment permits the Corporation to provide broader indemnification
     rights than said law permitted the Corporation to provide prior to such
     amendment) against all expense, liability and loss (including attorneys'
     fees, judgments, fines, ERISA excise taxes or penalties and amount paid to
     be paid in settlement) reasonably incurred or suffered by such person in
     connection therewith and such indemnification shall continue as to a person
     who has ceased to be a director, officer, employee or agent and shall inure
     to the benefit of his or her heirs, executors and administrators; provided,
     however, that except as provided in Paragraph (b) hereof, the Corporation
     shall indemnify any such person seeking indemnification in connection with
     a proceeding (or part thereof) initiated by such person only if such
     proceeding (or part thereto was authorized by the Board of Directors of the
     Corporation. The right to indemnification conferred in this section shall
     be contract right and shall include the right to be paid by the Corporation
     the



     expenses incurred in defending any such proceeding in advance of its final
     disposition; provided, however, that if the Delaware General Corporation
     Law requires, the payment of such expenses incurred by a director or
     officer in his other capacity as a director or officer (and not in any
     other capacity in which service was or is rendered by such person while a
     director or officer including, without limitation, service to an employee
     benefit plan) in advance of the final disposition of a proceeding, shall be
     made only upon delivery to the Corporation of an undertaking, by or on
     behalf of such director or officer, to repay all amounts so advance if it
     shall ultimately be determined that such director or officer is not
     entitled to be indemnified under this Section or otherwise.

                 (b)    RIGHT TO CLAIMANT TO BRING SUIT. If a claim under
     Paragraph (a) of this Section is not paid in full by the Corporation within
     ninety (90) days after a written claim has been received by the
     Corporation, the claimant may at any time thereafter bring suit against the
     Corporation to recover the unpaid amount of the claim and, if successful in
     whole or in part, the claimant shall be entitled to be paid also the
     expense of prosecuting such claim. It shall be a defense to any such action
     (other than an action brought to enforce a claim for expenses incurred in
     defending any proceeding in advance of its final disposition where the
     required undertaking, if any is required, has been tendered to the
     Corporation) that the claimant has not met the standards of conduct which
     make it permissible under the Delaware General Corporation Law for the
     Corporation to indemnify the claimant for the amount claimed, but the
     burden of proving such



     defense shall be on the Corporation. Neither the failure of the Corporation
     (including its Board of Directors, independent legal counsel, or its
     stockholders) to have made a determination prior to the commencement of
     such action that indemnification of the claimant is proper in the
     circumstances because he or she has met the applicable standard of conduct
     set forth in the Delaware General Corporation Law, nor an actual
     determination by the Corporation (including its Board of Directors,
     independent legal counsel, or its stockholders) that the claimant has not
     met such applicable standard of conduct, shall be defense to the action or
     create a presumption that the claimant has not met the applicable standard
     of conduct.

                 (c)    NON-EXCLUSIVITY OF RIGHTS. The right to indemnification
     and payment of expenses incurred in defending a proceeding in advance of
     its final disposition conferred in this section shall not be exclusive of
     any other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, By-law, agreement,
     vote of stockholders or disinterested directors or otherwise.

                 (d)    INSURANCE. The Corporation may maintain insurance, at
     its expense, to protect itself and any director, officer, employee or agent
     of the Corporation or another corporation, partnership, joint venture,
     trust or other enterprise against any such expense, liability or loss,
     whether or not the Corporation would have the power to indemnify such
     person against such expense, liability or loss under the Delaware General
     Corporation Law.



                                      VIII.

                                   AMENDMENTS

          1.     These By-laws may be altered, amended or repealed or new
By-laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeat or adoption of new
By-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal By-laws is conferred upon the Board of Directors by the
Certificate of Incorporation it shall not divest or limit the power of the
stockholder to adopt, amend or repeal By-laws.

EX-3.13

                                                                    Exhibit 3.13

                            ARTICLES OF INCORPORATION

                                       OF

                          MAGIC HOUR PRODUCTIONS. INC.

                                        I

The name of this corporation is:

          MAGIC HOUR PRODUCTIONS, INC.

                                       II

          The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business,
or the practice of a profession permitted to be incorporated by the California
Corporations Code.

                                       III

          The name and address in the State of California of this corporation's
initial agent for service of process is:

                               Michael Wolf, Esq.
                    11400 West Olympic Boulevard, Ninth Floor
                          Los Angeles, California 90064

                                       IV

          This corporation is authorized to issue only one class of shares of
stock, and the total number of shares which this corporation is authorized to
issue is one million (1,000,000) shares.

                                        V

          The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.

                                       VI

          This corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) for breach of
duty to this corporation and its stockholders through bylaw provisions or
through agreements with the agents, or both, in excess of the indemnification
otherwise permitted by Section 317 of the California Corporations Code, subject
to the limits on such excess indemnification set forth in Section 204 of the
Corporations Code.



          IN WITNESS WHEREOF, the undersigned Incorporator has executed the
foregoing Articles of Incorporation on February 10, 1993.


                                                 /s/ Michael Wolf
                                                 -------------------------------
                                                 MICHAEL WOLF, Incorporator



                            CERTIFICATE OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION


Marc Greenberg and Richard Goldberg certify that:

          1. They are the president anal secretary, respectively, of Magic Hour
Productions, Inc., a California corporation.

          2. Article I of the articles of incorporation of this corporation is
amended to read as follows:

          "The name of this corporation is: MAGIC HOUR PICTURES, INC."

          3. The foregoing amendment of articles of incorporation has been duly
approved by the board of directors.

          4. The foregoing amendment of articles of incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of the corporation
is l00,000. The number of shares voting in favor of the amendment equaled or
exceeded the vote required. The percentage vote required was more than 50%.

          We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.

Dated as of: December 29, 1994


                                                 /s/ Marc Greenberg
                                                 -------------------------------
                                                 MARC GREENBERG, President


                                                 /s/ Richard Goldberg
                                                 -------------------------------
                                                 RICHARD GOLDBERG, Secretary



                            CERTIFICATE OF AMENDMENT

                                       OF

                            ARTICLES OF INCORPORATION


Marc Greenberg and Richard Goldberg certify that:

          1. They are the president and secretary, respectively, of MAGIC HOUR
PRODUCTIONS, INC., a California corporation.

          2. Article I of the articles of incorporation of this corporation is
amended to read as follows:

          "The name of this corporation is: MH PICTURES, INC."

          3. The foregoing amendment of articles of incorporation has been duly
approved by the board of directors.

          4. The foregoing amendment of articles of incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of the corporation
is l00,000. The number of shares voting in favor of the amendment equaled or
exceeded the vote required. The percentage vote required was more than 50%.

          We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.

Dated as of: January 3, 1996


                                                 /s/ Marc Greenberg
                                                 -------------------------------
                                                 MARC GREENBERG, President


                                                 /s/ Richard Goldberg
                                                 -------------------------------
                                                 RICHARD GOLDBERG, Secretary

EX-3.14

                                                                    Exhibit 3.14

                                MH PICTURES, INC.

                                    * * * * *

                                     BYLAWS

                                    * * * * *

                                    ARTICLE I

                                     OFFICES

     Section 1.   The principal executive office shall be located in Sacramento,
California.

     Section 2.   The Corporation may also have offices at such other places
both within and without the State of California as the Board of Directors may
from time to time determine or the business of the Corporation may require.


                                   ARTICLE II

                         ANNUAL MEETING OF SHAREHOLDERS

     Section 1.   All meetings of shareholders for the election of directors
shall be held at such place as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of
California as shall be designated from time to time by the Board of Directors
and stated in the notice of the meeting. Meetings of shareholders for any other
purpose may be held at such time and place, within or without the State of
California, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.



If no other place is stated or fixed, shareholders' meetings shall be held at
the principal executive office of the Corporation.

     Section 2.   Annual meetings of shareholders, commencing with the year
1999, shall be held on 1st day of May, if not a legal holiday, and if a legal
holiday, then on the next secular day following, or at such other date and time
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting, at which they shall elect by a plurality vote a Board
of Directors and transact such other business as may properly be brought before
the meeting.

     Section 3.   Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each shareholder entitled
to vote thereat not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the date of the meeting. Notice may be sent by third-class
mail only if the outstanding shares of the Corporation are held of record by 500
or more persons (determined as provided in Section 605 of the California General
Corporation Law) on the record date for the shareholders' meeting.


                                   ARTICLE III

                      SPECIAL MEETINGS OF THE SHAREHOLDERS

     Section 1.   Special meetings of the shareholders for any purpose other
than the election of directors may be held at such time and place within or
without the State of California as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.



     Section 2.   Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
inCorporation, may be called by the President, the Board of Directors, or the
holders of not less than 10 percent of all the shares entitled to vote at the
meeting and if the Corporation has a Chairman of the Board of Directors, special
meetings of the shareholders may be called by the Chairman.

     Section 3.   Written or printed notice of a special meeting of
shareholders, stating the time, place and purpose or purposes thereof, shall be
given to each shareholder entitled to vote thereat not less than 10 (or, if sent
by third-class mail, 30) nor more than 60 days before the date fixed for the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the Corporation are held of record by 500 or more persons (determined as
provided in Section 605 of the California General Corporation Law) on the record
date for the shareholders' meeting.

     Section 4.   The business transacted at any special meeting of the
shareholders shall be limited to the purposes stated in the notice.


                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

     Section 1.   The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of



inCorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

     Section 2.   If a quorum is present, the affirmative vote of a majority of
the shares of stock represented and voting at the meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum), shall
be the act of the shareholders unless the vote of a greater number or voting by
classes is required by law or the articles of inCorporation.

     Section 3.   Each outstanding share of stock, having voting power, shall be
entitled o one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. In all
elections for directors, every shareholder entitled to vote shall have the right
to vote, in person or by proxy, the number of shares of stock owned by him for
as many persons as there are directors to be elected, or, upon satisfaction of
the requirements set forth in Section 708(b) of the California General
Corporation Law, to cumulate the vote of said shares, and give one candidate a
number of votes equal to the number of directors to be elected multiplied by the
number of votes to which the shareholder's shares are normally entitled, or to
distribute the



votes on the same principle among as many candidates as he may see fit. Section
708(b) of the California General Corporation Law provides that no shareholder
shall be entitled to cumulate votes for any candidate for the office of director
unless such candidates' names have been placed in nomination prior to the voting
and at least one shareholder has given notice at the meeting prior to the voting
of his intention to cumulate his votes.

     Section 4.   Unless otherwise provided in the articles, any action, except
election of directors, which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Except to fill a
vacancy in the Board of Directors not frilled by the directors, directors may
not be elected by written consent except by unanimous written consent of all
shares entitled to vote for the election of directors. Any election of a
director to fill a vacancy (other than a vacancy created by removal) not filled
by the directors requires the written consent of a majority of shares entitled
to vote.



                                    ARTICLE V

                                    DIRECTORS

     Section 1.   The number of directors which shall constitute the whole board
shall be such number, not less than one nor more than four, as may be determined
from time to time by resolution duly adopted by the Board of Directors.
Directors need not be residents of the State of California nor shareholders of
the Corporation. The directors other than the first Board of Directors, shall be
elected at the annual meeting of the shareholders, and each director elected
shall serve until the next succeeding annual meeting and until his successor
shall have been elected and qualified. The first Board of Directors shall hold
office until the first annual meeting of shareholders.

     Section 2.   Unless otherwise provided in the articles of inCorporation,
vacancies, except for a vacancy created by the removal of a director, and newly
created directorships resulting from any increase in the number of directors may
be filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Unless
otherwise provided in the articles of inCorporation any vacancy created by the
removal of a director shall be filled by the shareholders by the vote of a
majority of the shares entitled to vote at a meeting at which a quorum is
present. Any vacancies, which may be filled by directors and are not filled by
the directors, may be filled by the shareholders by a majority of the shares
entitled to vote at a meeting at which a quorum is present.



     Section 3.   The business affairs of the Corporation shall be managed buy
its Board of Directors which may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the articles of
inCorporation or by these bylaws directed or required to be exercises or done by
the shareholders.

     Section 4.   The directors may keep the books of the Corporation, except
such as are required by law to be kept within the state, outside of the State of
California, at such place or places as they may from time to time determine.

     Section 5.   The Board of Directors, by the affirmative vote of a majority
of the directors then in office, and irrespective of any personal interest of
any of its members, shall have authority to establish reasonable compensation of
all directors for services to the Corporation as directors, officers or
otherwise.


                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1.   Meetings of the Board of Directors, regular or special, may be
held either within or without the State of California.

     Section 2.   The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as hall be fixed by the consent in writing of all the directors.



     Section 3.   Regular meeting of the Board of Directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.

     Section 4.   Special meetings of the Board of Directors may be called by
the President on twenty-four (24) hours' notice to each director, either
personally or by mail or by telephone or by facsimile telecommunication; special
meetings shall be called by the President or Secretary in like manner and on
like notice on the written request of two directors unless the board consists of
only one director; in which case, special meetings shall be called by the
President or Secretary in like manner and on like notice on the written request
of the sole director.

     Section 5.   Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice of waiver of notice of such
meeting.

     Section 6.   Not less than one-third (1/3) of the total number of
authorized directors shall constitute a quorum for the transaction of business
unless a greater number is required by law or by the articles of inCorporation.
The act of a majority of the directors present at any meeting at which a quorum
is present shall be the act of the Board of Directors, unless the act of a
greater number is required by statute or by the articles of inCorporation. If a
quorum shall not be present at any meeting of directors, the directors present
thereat



may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     Section 7.   Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof.


                                   ARTICLE VII

                               EXECUTIVE COMMITTEE

     Section 1.   The Board of Directors, by resolution adopted by a majority of
the number of directors fixed by the bylaws or otherwise, may designate two or
more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the Board of Directors in the management of the Corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the Board of Directors at a regular or special meeting of the Board of
Directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required. The Board of Directors may
designate one or more directors as alternate members of the executive committee.
The executive committee shall not have authority: (1) To approve any action
which will also require the shareholders' approval; (2) To fill vacancies on the
board or in any committee; (3) To fix the compensation of directors for serving
on the board or on any committee; (4) To amend or repeal



the bylaws or adopt new bylaws; (5) To amend or repeal any resolution of the
board which by its express terms is not so amendable or repealable; (6) To make
a distribution to the shareholders except at a rate or in a periodic amount or
within a price range determined by the board; or (7) To appoint other committees
of the board or the members thereof.


                                  ARTICLE VIII

                                     NOTICES

     Section 1.   Whenever, under the provisions of the statutes or of the
articles of inCorporation or of these bylaws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by facsimile telecommunication. Notice to any
shareholder shall be given at the address furnished by such shareholder for the
purpose of receiving notice. If such address is not given and if no address
appears on the records of the Corporation for such shareholder, notice may be
given to such shareholder at the place where the principal executive office of
the Corporation is located or by publication at lest once in a newspaper of
general circulation in the county in which said principal executive office is
located. If a notice of a shareholders' meeting is sent by mail it shall be sent
by first-class



mail, or, in case the Corporation has outstanding shares held of record by 500
or more persons (determined as provided in Section 605 of the California General
Corporation Law) on the record date for the shareholders' meeting, notice may be
by third-class mail.

     Section 2.   Whenever any notice whatever is required to be given under the
provisions of the statutes or under the provisions of the articles of
inCorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.


                                   ARTICLE IX

                                    OFFICERS

     Section 1.   The officers of the Corporation, except those elected in
accordance with Section 210 of the California General Corporation Law, shall be
chosen by the Board of Directors and shall be a President, a Vice-President, a
Secretary and a Chief Financial Officer. The Board of Directors may also choose
additional Vice-Presidents, and one or more Assistant Secretaries and Assistant
Treasurers.

     Section 2.   The Board of Directors, at its first meeting after each annual
meeting of shareholders, shall choose a President, one or more Vice-Presidents,
a Secretary and a Chief Financial Officer, none of whom need be a member of the
board.



     Section 3.   The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

     Section 4.   The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

     Section 5.   The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.


                                  THE PRESIDENT

     Section 6.   The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the shareholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

     Section 7.   He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.



                               THE VICE-PRESIDENTS

     Section 8.   The Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.   The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it, and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

     Section 10.  The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in



the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                           THE CHIEF FINANCIAL OFFICER

     Section 11.  The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors.

     Section 12.  He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Chief Financial Officer and of the financial condition
of the Corporation.

     Section 13.  If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers,



money and other property of whatever kind in his possession or under his control
belonging to he Corporation.

     Section 14.  The Chief Financial Officer is, for the purpose of executing
any documents requiring the signature of the "Treasurer," deemed to be the
Treasurer of the Corporation.

                            THE ASSISTANT TREASURERS

     Section 15.  The Assistant Treasurers, or, if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Chief Financial Officer, perform the
duties and exercise the powers of the Chief Financial Officer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.


                                    ARTICLE X

                             CERTIFICATES FOR SHARES

     Section 1.   Every holder of shares in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
chairman or vice-chairman of the Board of Directors, or the President or a
Vice-President and the Chief Financial Officer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares and the class or series of shares owned by him in the Corporation. If the
shares of the Corporation are classified or if any class of shares has two or
more series, there



shall appear on the certificate either (1) a statement of the rights,
preferences, privileges and restrictions granted to or imposed upon each class
or series of shares to be issued and upon the holders thereof; or (2) a summary
of such rights, preferences, privileges and restrictions with reference to the
provisions of the articles and nay certificates of determination establishing
the same; or (3) a statement setting forth the office or agency of the
Corporation from which shareholders may obtain, upon request and without charge,
a copy of the statement referred to in item (1) heretofore. Every certificate
shall have noted thereon any information required to be set forth by the
California General Corporation Law and such information shall be set forth in
the manner provided by such law.

     Section 2.   Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been place upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate is issued,
it may be issued by the Corporation with the same effect as if such person were
an officer, transfer agent or registrar at the date of issue.


                                LOST CERTIFICATES

     Section 3.   The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the



issuance thereof, may prescribe such terms and conditions as it deems expedient,
and may require such indemnities as it deems adequate, to protect the
Corporation from any claim that may be made against it with respect to any such
certificate alleged to have been lost or destroyed.


                               TRANSFERS OF SHARES

     Section 4.   Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate representing shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate cancelled and the transaction recorded upon the books of the
Corporation.


                            CLOSING OF TRANSFER BOOKS

     Section 5.   In order that the Corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days prior to the date of such meeting nor more than sixty (60) days
prior to any other action.

     A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting
unless



the Board fixes a new record date for the adjourned meeting, but the board shall
fix a new record date if the meeting is adjourned for more than forty-five (45)
days from the date set for the original meeting.


                             REGISTERED SHAREHOLDERS

     Section 6.   The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
California.


                                   ARTICLE XI

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1.   Subject to the provision of the Articles of InCorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Articles of InCorporation and the California General Corporation Law.



     Section 2.   Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


                                     CHECKS

     Section 3.   All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.


                                   FISCAL YEAR

     Section 4.   The fiscal year of the Corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the Board of
Directors.


                                      SEAL

     Section 5.   The corporate seal shall have inscribed thereon the name of
the Corporation, the date of its inCorporation and the words "Corporate Seal,



California." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.


                                   ARTICLE XII

                                   AMENDMENTS

     Section 1.   These Bylaws may be altered, amended or repealed or new Bylaws
may be adopted (a) at any regular or special meeting of shareholders at which a
quorum is present or represented, by the affirmative vote of a majority of the
stock entitled to vote, provided notice of the proposed alteration, amendment or
repeal be contained in the notice of such meeting, or (b) by the affirmative
vote of a majority of the Board of Directors at any regular or special meeting
of the Board. The Board of Directors shall not make or alter any Bylaw
specifying a fixed number of directors or the maximum or minimum number of
directors and the directors shall not change a fixed board to a variable board
or vice versa in the Bylaws. The Board of Directors shall not change a Bylaw, if
any, which requires a larger proportion of the vote of directors for approval
than is required by the California General Corporation Law.


                                  ARTICLE XIII

                             DIRECTORS ANNUAL REPORT

     Section 1.   The directors shall cause to be sent to the shareholders not
later than one hundred twenty (120) days after the close of the fiscal year, an
annual report which shall include a balance sheet as of the closing date of the



last fiscal year, and an income statement of changes in financial position for
said fiscal year. Said annual report shall be accompanied by any report thereon
of independent accountants or, if there is not such report, the certificate of
an authorized officer of the Corporation that such statements were prepared
without audit from the books and records of the Corporation. This annual report
is hereby waived whenever the Corporation shall have less than one hundred (100)
shareholders as defined in Section 605 of the California General Corporation
Law. Except when said waiver applies, the annual report shall be sent to the
shareholder at least fifteen (15) days (or if sent by third-class mail, 35)
prior to the date of the annual meeting. The annual report may be sent by
third-class mail only if the Corporation has outstanding shares held by 500 or
more persons (as determined by the provisions of Section 605 of the California
General Corporation Law) on the record date for the shareholders' meeting. In
addition to the financial statements included in the annual report, the annual
report of the Corporation, if it has more than one hundred (100) shareholders as
defined in Section 605 of the California General Corporation Law and if it is
not subject to the reporting requirements of Section 13 of the Securities and
Exchange Act of 1934, or exempt from such registration by Section 12(g)(2) of
said act, shall also describe briefly: (1) Any transaction (excluding
compensation of officers and directors) during the previous fiscal year
involving an amount in excess of forty thousand dollars ($40,000) (other than
contracts let at competitive bids or services rendered at prices regulated by
law) to which the Corporation or its parent or subsidiary was a party and in
which any director or officer of the



Corporation or of a subsidiary or (if known to the Corporation or its parent or
subsidiary) any holder of more than ten percent (10%) of the outstanding voting
shares of the Corporation had a direct or indirect material interest, naming
such person and stating such person's relationship to the Corporation, the
nature of such person's interest in the transaction and, where practicable, the
amount of such interest; provided, that in the case of a transaction with a
partnership of which such person is a partner, only the interest of the
partnership need be stated; and provided further that no such report need be
made in the case of transactions approved by the shareholders under subdivision
(a) of Section 310 of the California General Corporation Law. (2) The amount and
circumstances of any indemnification or advances aggregating more than ten
thousand dollars ($10,000) paid during the fiscal year to any officer or
director of the Corporation pursuant to Section 317 of the California General
Corporation Law, provided, that no such report need be made in the case of
indemnification approved by the shareholders under paragraph (2) of subdivision
(e) of Section 317 of the California General Corporation Law.

EX-3.15

                                                                    Exhibit 3.15

                          CERTIFICATE OF INCORPORATION

                                       OF

                               PLANET SPICE, INC.

1.     The name of the Corporation is Planet Spice, Inc.

2.     The address of its registered office in the state of Delaware is
       Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
       County of New Castle. The name of its registered agent at such address is
       The Corporation Trust Company.

3.     The nature of the business or purposes to be conducted or promoted is:

       To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

       To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of every class and
description.

       To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

       To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.

       To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation protection improvement and enhancement in value
thereof.



       To borrow or raise money for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.

       To purchase, receive, take by grant, gift, devise, bequest or otherwise
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.

       In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this Certificate of Incorporation together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the corporation.

       The business and purposes specified in the foregoing clauses shall,
except where otherwise express, be in nowise limited or restricted by reference
to, or inference from, the terms of any other clause in this Certificate of
Incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent business and purposes.

4.     The total number of shares of stock which the corporation shall have the
       authority to issue is:

                     1,000 - $.01 par value

       At all elections of directors of the corporation, each stockholder shall
be entitled to as many votes as shall equal the number of votes which (except
for such provision as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected by him, and he may cast all of such votes for
a single director or may distribute them among the number to be voted for, or
for any two or more of them as he may see fit.



5.     The name and mailing address of each incorporator is as follows:

       NAME                               MAILING ADDRESS
       ----                               ---------------

       Spice Entertainment, Inc.          680 N. Lake Shore Drive
                                          Chicago, Illinois 60611

       The name and mailing address of each person who is to serve as a director
       until the first annual meeting of the stockholders or until a successor
       is elected and qualified, is as follows:

       NAME                               MAILING ADDRESS
       ----                               ---------------

       Christie Hefner                    680 N. Lake Shore Drive
                                          Chicago, Illinois 60611

       Howard Shapiro                     680 N. Lake Shore Drive
                                          Chicago, Illinois 60611

6.     The corporation is to have perpetual existence.

7.     In furtherance and not in limitation of the powers conferred by statute,
       the Board of Directors is expressly authorized:

       To make, alter or repeal the by-laws of the corporation.

       To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.

       To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

       To designate one or more committees, each committee to consist of one
or more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The by-laws may provide
that in the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the corporation,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to the following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware General



Corporation Law to be submitted to stockholders for approval or (ii) adopting,
amending or repealing any by-law of the corporation.

       When and as authorized by the stockholders in accordance with law, to
sell, lease or exchange all or substantially all of the property and assets of
the corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.

8.     Elections of directors need not be by written ballot unless the by-laws
       of the corporation shall so provide.

       Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

       Whenever a compromise or arrangement proposed between this corporation
and its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

9.     The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.



10.    A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.

       THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, does make this Certificate, hereby declaring and certifying
that this is its act and deed and the facts herein stated are true, and
accordingly have hereunto set our hands this 22nd day of December, 2000.

                                          SPICE ENTERTAINMENT, INC.


                                          By: /s/ Howard Shapiro
                                              ----------------------------------
                                              Howard Shapiro
                                              Vice President and Secretary

EX-3.16

                                                                    Exhibit 3.16

                               PLANET SPICE, INC.

                                    * * * * *

                                  B Y - L A W S

                                    * * * * *


                                    ARTICLE I

                                     OFFICES

       Section 1.    The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

       Section 2.    The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may,
from time to time, determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

       Section 1.    All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
Board of Directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. Meetings of the stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

       Section 2.    Annual meetings of the stockholders, commencing with the
year 2001, shall be held on May 1st, if not a legal holiday, and if a legal
holiday, then on the next secular day following, or at such other date and time
as shall be designated from time to time by the Board of



Directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.

       Section 3.    The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

       Section 4.    Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

       Section 5.    Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty (60) days before
the date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

                                        2


       Section 6.    Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

       Section 7.    The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

       Section 8.    When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

       Section 9.    Unless otherwise provided in the Certificate of
Incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof.

       Section 10.   Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,

                                        3


setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

       Section 1.    The number of directors which shall constitute the whole
board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

       Section 2.    Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced.

       Section 3.    The business of the Corporation shall be managed by, or
under the direction of, its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these By-laws directed or
required to be exercised or done by the stockholders.

                                        4


       Section 4.    Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

       Section 5.    The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

       Section 6.    The first meeting of each newly elected Board of Directors
shall be held without other notice than this bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

       Section 7.    Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

       Section 8.    Special meetings of the Board may be called by the
President on twenty-four (24) hours' notice to each director, either personally
or by mail or by facsimile communication; special meetings shall be called by
the President or Secretary in like manner and on like notice on the written
request of two directors.

       Section 9.    At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third (1/3) of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation.

       If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

                                        5


       Section 10.   Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

       Section 11.   Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, members of the Board of Directors, or any
committee thereof, may participate in a meeting, by means of conference via
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

       Section 12.   The Board of Directors may, by resolutions passed by a
majority of the whole Board, designated one or more committees, each committee
to consist of one or more of the directors of the Corporation, which, to the
extent provided in the resolution and permitted by law, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation and may authorize the seal of the corporation to
be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.

       Section 13.   Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                                        6


                            COMPENSATION OF DIRECTORS

       Section 14.   Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

       Section 15.   Unless otherwise restricted by the Certificate of
Incorporation or By-law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to one vote at an election of directors.

                                   ARTICLE IV
                                     NOTICES

       Section 1.    Notice to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

       Section 2.    Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing,

                                        7


signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

       Section 1.    The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-laws otherwise provide.

       Section 2.    The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, one or more
Vice-Presidents, a Secretary and a Treasurer, and may choose one or more
additional Vice-Presidents and one or more Assistant Secretaries and one or more
Assistant Treasurers.

       Section 3.    The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

       Section 4.    The Board of Directors shall be responsible for
establishing the compensation and employee benefit policies and programs of the
Corporation.

       Section 5.    The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                        8


                                  THE PRESIDENT

       Section 6.    The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

       Section 7.    He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

       Section 8.    In the election of officers, the Board of Directors may
designate one of the Vice-Presidents as Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice-Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

              (a)    The Executive Vice-President, if any;

              (b)    The Senior Vice-Presidents, if any, in the order designated
       by the Board of Directors or, in the absence of any designation, then in
       the order of their election;

              (c)    All other Vice-Presidents in the order designated by the
       Board of Directors or, in the absence of any designation, then in the
       order of their election.

       Each Vice-President, when performing the duties of the President, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall

                                        9


perform such other duties as may be assigned to him from time to time by the
President or by the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

       Section 9.    The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

       Section 10.   The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                       10


                     THE TREASURER AND ASSISTANT TREASURERS

       Section 11.   The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

       Section 12.   He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

       Section 13.   If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

       Section 14.   The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the Treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

                                       11


                                   ARTICLE VI

                             CERTFICATES FOR SHARES

       Section 1.    Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, the President or Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary of the Corporation,
certifying the number of shares represented by such certificate owned by him in
the Corporation.

       Section 2.    Any or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who have signed or
whose facsimile signature or signatures have been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate or certificates is issued, it may be issued by the Corporation with
the same effect as if he were such officer, transfer agent or registrar at the
date of issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

       Section 3.    The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                       12


                                TRANSFER OF STOCK

       Section 4.    Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

       Section 5.    In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting: provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                             REGISTERED STOCKHOLDER

       Section 6.    The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such

                                       13


share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

       Section 1.    Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation.

       Section 2.    Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

       Section 3.    All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                       14


                                   FISCAL YEAR

       Section 4.    The fiscal year of the Corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the Board of
Directors.

                                      SEAL

       Section 5.    The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                          INDEMNIFICATION OF DIRECTORS
                                  AND OFFICERS

       Section 6.

              (a)    RIGHT TO INDEMNIFICATION. Each person who was or is made a
       party or is threatened to be made a party to or is involved in any
       action, suit or proceeding, whether civil, criminal, administrative or
       investigative (hereinafter a "Proceeding"), by reason of the fact that he
       or she, or a person of whom he or she is the legal representative, is or
       was a director or officer of the Corporation as a director, officer,
       employee or agent of another corporation or of a partnership, joint
       venture, trust or other enterprise, including service with respect to
       employee benefit plans, whether the basis of such proceeding is alleged
       action in an official capacity as a director, officer, employee or agent
       or in any other capacity while serving as a director, officer, employee
       or agent,

                                       15


       shall be indemnified and held harmless by the Corporation to the fullest
       extent authorized by the Delaware General Corporation Law, as the same
       exists or may hereafter be amended (but, in the case of any such
       amendment, only to the extent that such amendment permits the Corporation
       to provide broader indemnification rights than said law permitted the
       Corporation to provide prior to such amendment) against all expense,
       liability and loss (including attorneys' fees, judgments, fines, ERISA
       excise taxes or penalties and amount paid to be paid in settlement)
       reasonably incurred or suffered by such person in connection therewith
       and such indemnification shall continue as to a person who has ceased to
       be a director, officer, employee or agent and shall inure to the benefit
       of his or her heirs, executors and administrators; provided, however,
       that except as provided in Paragraph (b) hereof, the Corporation shall
       indemnify any such person seeking indemnification in connection with a
       proceeding (or part thereof) initiated by such person only if such
       proceeding (or part thereof) was authorized by the Board of Directors of
       the Corporation. The right to indemnification conferred in this section
       shall be contract right and shall include the right to be paid by the
       Corporation the expenses incurred in defending any such proceeding in
       advance of its final disposition; provided, however, that if the Delaware
       General Corporation Law requires, the payment of such expenses incurred
       by a director or officer in his other capacity as a director or officer
       (and not in any other capacity in which service was or is rendered by
       such person while a director or officer including, without limitation,
       service to an employee benefit plan) in advance of the final disposition
       of a proceeding, shall be made only upon delivery to the Corporation of
       an undertaking, by or on behalf of such director or officer, to repay all
       amounts so advance if it shall ultimately be determined that such
       director or officer is not entitled to be indemnified under this Section
       or otherwise.

              (b)    RIGHT TO CLAIMANT TO BRING SUIT. If a claim under Paragraph
       (a) of this Section is not paid in full by the Corporation within ninety
       (90) days after a written claim

                                       16


       has been received by the Corporation, the claimant may at any time
       thereafter bring suit against the Corporation to recover the unpaid
       amount of the claim and, if successful in whole or in part, the claimant
       shall be entitled to be paid also the expense of prosecuting such claim.
       It shall be a defense to any such action (other than an action brought to
       enforce a claim for expenses incurred in defending any proceeding in
       advance of its final disposition where the required undertaking, if any
       is required, has been tendered to the Corporation) that the claimant has
       not met the standards of conduct which make it permissible under the
       Delaware General Corporation Law for the Corporation to indemnify the
       claimant for the amount claimed, but the burden of proving such defense
       shall be on the Corporation. Neither the failure of the Corporation
       (including its Board of Directors, independent legal counsel, or its
       stockholders) to have made a determination prior to the commencement of
       such action that indemnification of the claimant is proper in the
       circumstances because he or she has met the applicable standard of
       conduct set forth in the Delaware General Corporation Law, nor an actual
       determination by the Corporation (including its Board of Directors,
       independent legal counsel, or its stockholders) that the claimant has not
       met such applicable standard of conduct, shall be defense to the action
       or create a presumption that the claimant has not met the applicable
       standard of conduct.

              (c)    NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
       payment of expenses incurred in defending a proceeding in advance of its
       final disposition conferred in this section shall not be exclusive of any
       other right which any person may have or hereafter acquired under any
       statute, provision of the Certificate of Incorporation, Bylaw, agreement,
       vote of stockholders or disinterested directors or otherwise.

              (d)    INSURANCE. The Corporation may maintain insurance, at its
       expense, to protect itself and any director, officer, employee or agent
       of the Corporation or another

                                       17


       corporation, partnership, joint venture, trust or other enterprise
       against any such expense, liability or loss, whether or not the
       Corporation would have the power to indemnify such person against such
       expense, liability or loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

       Section 1.    These By-laws may be altered, amended or repealed or new
By-laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal By-laws is conferred upon the Board of Directors by the
Certificate of Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal By-laws.

                                       18

EX-3.17

                                                                    Exhibit 3.17

                          CERTIFICATE OF INCORPORATION

                                       OF

                           GRAFF MARKETING CORP., INC.

FIRST:        The name of the corporation is

                           GRAFF MARKETING CORP., INC.

SECOND:       Its Registered Office in the State of Delaware is to be located at
              15 East North Street, Dover, Delaware 19901 in the County of Kent.
              The Registered Agent in charge thereof is Incorporating Services,
              Ltd.

THIRD:        The nature of the business and the objects and purposes proposed
              to be transacted, promoted and carried on, are to engage in any
              lawful act or activity for which corporations may be organized
              under the General Corporation Law of Delaware.

FOURTH:       The amount of the total authorized capital stock of this
              corporation is 1,500 shares without nominal or par value.

FIFTH:        The name and mailing address of the incorporator is as follows:
              Lenore K. Hodes 31 Stelton Road, PO Box 8276, Piscataway, N.J.
              08855

SIXTH:        The directors shall have power to make and to alter or amend the
              By-Laws: to fix the amount to be reserved as working capital, and
              to authorize and cause to be executed, mortgages and liens without
              limit as to the amount, upon the property and franchise of this
              corporation.

              With the consent in writing, and pursuant to a vote of the holders
              of a majority of the capital stock issued and outstanding, the
              directors shall have authority to dispose, in any manner, of the
              whole property of this corporation.

              The By-Laws shall determine whether and to what extent the
              accounts and books of this corporation, or any of them, shall be
              open to the inspection of the stockholders; and no stockholder
              shall have any right of inspecting any account, or book, or
              document of this corporation, except as conferred by the law or
              the By-Laws, or by resolution of the stockholders.

              The stockholders and directors shall have power to hold their
              meetings and keep the books, documents and papers of the
              corporation outside the State of Delaware, at such places as may
              be from time to time designated by the By-Laws or by resolution of
              the stockholders or directors, accept as otherwise required by the
              laws of Delaware.



              It is the intention that the objects, purposes and powers
              specified in the third paragraph hereof shall, except where
              otherwise specified in said paragraph, be nowise limited or
              restricted by reference to or inference from the terms of any
              other clause or paragraph in this Certificate of Incorporation,
              but that the objects, purposes and powers specified in the third
              paragraph and in each of the clauses or paragraphs of this Charter
              shall be regarded as independent objects, purposes and powers.

              I, THE UNDERSIGNED, of the age of eighteen years or over, for the
              purpose of forming a corporation under the laws of the State of
              Delaware, do make, file and record this Certificate, and do
              certify that the facts herein stated are true; and I have
              accordingly hereunto set my hand.

              DATE: October 26, 1992

                                                /s/ Lenore K. Hodes
                                                --------------------------------
                                                Lenore K. Hodes

Filed by:     LEX II Services, Inc.
              31 Stelton Road
              PO Box 8276
              Piscataway, N.J. 08855

                                        2


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                           GRAFF MARKETING CORP., INC.

               Pursuant to Section 242 of the General Corporation
                          Law of the State of Delaware

          The undersigned, pursuant to the provisions of the General Corporation
Law of the State of Delaware, do hereby certify and set forth as follows:

          FIRST:     The name of the corporation is GRAFF MARKETING CORP., INC.

          SECOND:    The amendment to the Certificate of Incorporation to be
effected hereby is as follows:

          Paragraphs FIRST & FOURTH of the Certificate of Incorporation,
relating to the name and authorized shares of the corporation are amended to
read as follows:

          FIRST:     The name of the corporation is GRAFF MARKETING CORPORATION.

          FOURTH:    The corporation shall be authorized to issue One Thousand
Five Hundred (1,500) Common Shares at $.01 Par Value.

          THIRD:     The amendment effected herein was authorized by the
affirmative vote of the holders of a majority of the outstanding shares entitled
to vote thereon at a meeting of shareholders pursuant to Section 242 of the
General Corporation Law of the State of Delaware.

          FOURTH:    The capital of the corporation will not be reduced under or
by reason of this amendment.

          IN WITNESS WHEREOF, we have hereunto set our hands and seal this 31st
day of March, A.D. 1993.

                                              BY: /s/ Mark Graff
                                                  ------------------------------
                                                  Mark Graff, President

CORPORATE SEAL
                                              ATTEST: /s/ Leland H. Nolan
                                                      --------------------------
                                                      Leland H. Nolan, Secretary



             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT

It is hereby certified that:

1.     The name of the corporation (hereinafter called the "corporation") is

              Graff Marketing Corporation

2.     The registered office of the corporation within the State of Delaware is
       hereby changed to 32 Loockerman Square, Suite L-100, City of Dover 19901,
       County of Kent.

3.     The registered agent of the corporation within the State of Delaware is
       hereby changed to The Prentice-Hall Corporation System, Inc., the
       business office of which is identical with the registered office of the
       corporation as hereby changed.

4.     The corporation has authorized the changes hereinbefore set forth by
       resolution of its Board of Directors.

Signed on March 29, 1994.

                                              /s/ Elizabeth Dowd
                                              ----------------------------------
                                              Elizabeth Dowd, President

Attest:

/s/ Robert Ragusa
- ---------------------------------
Robert Ragusa, Secretary



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                           GRAFF MARKETING CORPORATION

          The undersigned, J. Roger Faherty, being the Chief Executive Officer
and President of GRAFF MARKETING CORPORATION (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware ("GCL"), does hereby certify as follows:

          FIRST: The following amendment to the Certificate of Incorporation of
the Corporation was duly adopted in accordance with the provisions of GCL
Section 242, having been adopted pursuant to the written consent of the
Corporation's sole stockholder.

          SECOND: The Corporation's Certificate of Incorporation has been
amended as follows:

          Striking out the whole of Article FIRST as it now exists and inserting
in lieu thereof a new Article FIRST, reading as follows:

          "FIRST: The name of the Corporation (the "Corporation") is Spice
Direct, Inc."

          IN WITNESS WHEREOF, the undersigned, an officer of the Corporation,
has duly executed this Certificate of Amendment on this 26 day of November,
1996.

                                              GRAFF MARKETING CORPORATION

                                              By: /s/ J. Roger Faherty
                                                  ------------------------------
                                              Name: J. Roger Faherty
                                              Title: Chairman



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

          SPICE DIRECT, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

          The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc. and the present registered office of the corporation is
in the county of New Castle.

          The Board of Directors of Spice Direct, Inc. adopted the following
resolution on July 29, 1999.

          Resolved, that the registered office of The Prentice-Hall Corporation
System, Inc. in the State of Delaware be and it hereby is changed to Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, County of New
Castle, and the authorization of the present registered agent of this
corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST
COMPANY, shall be and is hereby constituted and appointed the registered agent
of this corporation at the address of its registered office.

          IN WITNESS WHEREOF, Spice Direct, Inc. has caused this statement to be
signed by Howard Shapiro, its Vice President and Secretary, this 3rd day of
August, 1999.

                                              /s/ Howard Shapiro
                                              ----------------------------------
                                              Howard Shapiro
                                              Vice President and Secretary

EX-3.18

                                                                    Exhibit 3.18

                               SPICE DIRECT, INC.

                                    * * * * *

                                     BY-LAWS

                                    * * * * *


                                       I.

                                     OFFICES

              1.     The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

              2.     The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may,
from time to time, determine or the business of the Corporation may require.

                                       II.

                            MEETINGS OF STOCKHOLDERS

              1.     All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
Board of Directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. Meetings of the stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.



              2.     Annual meetings of the stockholders, commencing with the
year 1999, shall be held on May 1st, if not a legal holiday, and if a legal
holiday, then on the next secular day following or at such other date and time
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting, at which they shall elect by a plurality vote a Board
of Directors, and transact such other business as may properly be brought before
the meeting,

              3.     The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present.

              4.     Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and



outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

              5.     Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty (60) days before
the date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

              6.     Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

              7.     The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.



              8.     When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

              9.     Unless otherwise provided in the Certificate of
Incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof.

              10.    Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.



                                      III.

                                    DIRECTORS

              1.     The number of directors which shall constitute the whole
board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

              2.     Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced.

              3.     The business of the Corporation shall be managed by, or
under the direction of, its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these By-laws directed or
required to be exercised or done by the stockholders.

              4.     Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.



                       MEETINGS OF THE BOARD OF DIRECTORS

              5.     The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

              6.     The first meeting of each newly elected Board of Directors
shall be held without other notice than this by-law, immediately after, and at
the same place, as the annual meeting of stockholders.

              7.     Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

              8.     Special meetings of the Board may be called by the
President on twenty-four (24) hours' notice to each director, either personally
or by mail or by facsimile communication; special meetings shall be called by
the President or Secretary in like manner and on like notice on the written
request of two directors,

              9.     At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third (1/3) of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at my meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.



              10.    Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

              11.    Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, members of the Board of Directors, or any
committee thereof, may participate in a meeting, by means of conference via
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

              12.    The Board of Directors may, by resolutions passed by a
majority of the whole Board, designated one or more committees, each committee
to consist of one or more of the directors of the Corporation, which, to the
agent provided in the resolution and permitted by law, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation and duly authorize the seal of the corporation to
be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.



              13.    Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

              14.    Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor, Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

              15.    Unless otherwise restricted by the Certificate of
Incorporation or By-law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to one vote at an election of directors.

                                       IV.

                                     NOTICES

              1.     Notice to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses



appearing on the books of the Corporation. Notice by mail shall be deemed to be
given at the time when the same shall be mailed. Notice to directors may also be
given by telegram or facsimile.

              2.     Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                       V.

                                    OFFICERS

              1.     The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-laws otherwise provide.

              2.     The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, one or more
Vice-Presidents, a Secretary and a Treasurer, and may choose one or more
additional Vice-Presidents and one or more Assistant Secretaries and one or more
Assistant Treasurers.

              3.     The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise



such powers and perform such duties as shall be determined from time to time by
the Board.

              4.     The Board of Directors shall be responsible for
establishing the compensation and employee benefit policies and programs of the
Corporation.

              5.     The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

              6.     The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

              7.     He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.



                               THE VICE-PRESIDENTS

              8.     In the election of officers, the Board of Directors may
designate one of the Vice-Presidents as Senior Vice President. In the absence or
inability or retail to act of the President, the duties of such office shall be
performed by one of the Vice-Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

                     (a)    The Executive Vice-President, if any;

                     (b)    The Senior Vice-Presidents, if any, in the order
       designated by the Board of Directors or, in the absence of any
       designation, then in the order of their election;

                     (c)    All other Vice-Presidents in the order designated by
       the Board of Directors or, in the absence of any designation then in the
       order of their election.

              Each Vice-President, when performing the duties of the President,
shall have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall perform such
other duties as may be assigned to him from time to time by the President or by
the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

              9.     The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall



perform like duties for the standing committees when required. He shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or President, under whose supervision he
shall be. He shall have custody of the corporate seal of the Corporation and he,
or an Assistant Secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his signature
or by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature.

              10.    The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

              11.    The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.



              12.    He, shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

              13.    If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

              14.    The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the Treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.



                                       VI.

                             CERTIFICATES FOR SHARES

              1.     Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, the President or Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary of the Corporation,
certifying the number of shares represented by such certificate owned by him in
the Corporation.

              2.     Any or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who have signed or
whose facsimile signature or signatures have been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate or certificates is issued, it may be issued by the Corporation with
the same effect as if he were such officer, transfer agent or registrar at the
date of issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

              3.     The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as



indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

                                TRANSFER OF STOCK

              4.     Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

              5.     In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting, provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.



                             REGISTERED STOCKHOLDERS

              6.     The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                      VII.

                               GENERAL PROVISIONS
                                    DIVIDENDS

              1.     Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash in property, or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation.

              2.     Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve, in the
manner in which it was created.



                                     CHECKS

              3.     All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   FISCAL YEAR

              4.     The fiscal year of the Corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the Board of
Directors.

                                      SEAL

              5.     The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

              6.

                     (a)    RIGHT TO INDEMNIFICATION. Each person who was or is
       made a party or is threatened to be made a party to or is involved in any
       action, suit or proceedings whether civil, criminal, administrative or
       investigative (hereinafter a "Proceeding"), by reason of the fact that he
       or she, or a person of whom he or she



       is the legal representative, is or was a director or officer of the
       Corporation as a director, officer, employee or agent of another
       corporation or of a partnership, joint venture, trust or other
       enterprise, including service with respect to employee benefit plans,
       whether the basis of such proceeding is alleged action in an official
       capacity as a director, officer, employee or agent or in any other
       capacity while seeking as a director, officer, employee or agent, shall
       be indemnified and held harmless by the Corporation to the fullest extent
       authorized by the Delaware General Corporation Law, as the same exists or
       may hereafter be amended (but, in the case of any such amendment, only to
       the extent that such amendment permits the Corporation to provide broader
       indemnification rights than said law permitted the Corporation to provide
       prior to such amendment) against all expense, liability and loss
       (including attorneys' fees, judgments, fines, ERISA excise taxes or
       penalties and amount paid to be paid in settlement) reasonably incurred
       or suffered by such person in connection therewith and such
       indemnification shall continue as to a person who has ceased to be a
       director, officer, employee or agent and shall inure to the benefit of
       his or her heirs, executors and administrators; provided, however, that
       except as provided in Paragraph (b) hereof, the Corporation shall
       indemnify any such person seeking indemnification in connection with a
       proceeding (or part thereof) initiated by such person only if such
       proceeding (or part thereto was authorized by the Board of Directors of
       the Corporation. The right to indemnification conferred in this section
       shall be contract right and shall include the right to be paid by the
       Corporation the



       expenses incurred in defending any such proceeding in advance of its
       final disposition; provided, however, that if the Delaware General
       Corporation Law requires, the payment of such expenses incurred by a
       director or officer in his other capacity as a director or officer (and
       not in any other capacity in which service was or is rendered by such
       person while a director or officer including, without limitation, service
       to an employee benefit plan) in advance of the final disposition of a
       proceeding, shall be made only upon delivery to the Corporation of an
       undertaking, by or on behalf of such director or officer, to repay all
       amounts so advance if it shall ultimately be determined that such
       director or officer is not entitled to be indemnified under this Section
       or otherwise.

                     (b)    RIGHT TO CLAIMANT TO BRING SUIT. If a claim under
       Paragraph (a) of this Section is not paid in full by the Corporation
       within ninety (90) days after a written claim has been received by the
       Corporation, the claimant may at any time thereafter bring suit against
       the Corporation to recover the unpaid amount of the claim and, if
       successful in whole or in part, the claimant shall be entitled to be paid
       also the expense of prosecuting such claim. It shall be a defense to any
       such action (other than an action brought to enforce a claim for expenses
       incurred in defending any proceeding in advance of its final disposition
       where the required undertaking, if any is required, has been tendered to
       the Corporation) that the claimant has not met the standards of conduct
       which make it permissible under the Delaware General Corporation Law for
       the Corporation to indemnify the claimant for the amount claimed, but the
       burden of proving such



       defense shall be on the Corporation. Neither the failure of the
       Corporation (including its Board of Directors, independent legal counsel,
       or its stockholders) to have made a determination prior to the
       commencement of such action that indemnification of the claimant is
       proper in the circumstances because he or she has met the applicable
       standard of conduct set forth in the Delaware General Corporation Law,
       nor an actual determination by the Corporation (including its Board of
       Directors, independent legal counsel, or its stockholders) that the
       claimant has not met such applicable standard of conduct, shall be
       defense to the action or create a presumption that the claimant has not
       met the applicable standard of conduct.

                     (c)    NON-EXCLUSIVITY OF RIGHTS. The right to
       indemnification and payment of expenses incurred in defending a
       proceeding in advance of its final disposition conferred in this section
       shall not be exclusive of any other right which any person may have or
       hereafter acquired under any statute, provision of the Certificate of
       Incorporation, By-law, agreement, vote of stockholders or disinterested
       directors or otherwise.

                     (d)    INSURANCE. The Corporation may maintain insurance,
       at its expense, to protect itself and any director, officer, employee or
       agent of the Corporation or another corporation, partnership, joint
       venture, trust or other enterprise against any such expense, liability or
       loss, whether or not the Corporation would have the power to indemnify
       such person against such expense, liability or loss under the Delaware
       General Corporation Law.



                                      VIII.

                                   AMENDMENTS

              1.     These By-laws may be altered, amended or repealed or new
By-laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeat or adoption of new
By-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal By-laws is conferred upon the Board of Directors by the
Certificate of Incorporation it shall not divest or limit the power of the
stockholder to adopt, amend or repeal By-laws.

EX-3.19

                                                                    Exhibit 3.19

                          CERTIFICATE OF INCORPORATION

                                       OF

                        PAY-PER-VIEW INTERNATIONAL, INC.

       The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware") hereby
certifies that:

       FIRST:        The name of this corporation (hereinafter called the
"Corporation") is PAY-PER-VIEW INTERNATIONAL, INC.

       SECOND:       The address, including street, number, city and county of
the registered office of the Corporation in the State of Delaware is 15 North
Street, City of Dover, County of Kent (zip code 19901) and the name of the
registered agent of the corporation in the State of Delaware at such address is
National Corporate Research, Ltd.

       THIRD:        The nature of the business and of the purposes to be
conducted and promoted by the Corporation are to conduct any lawful business, to
promote any lawful purpose, and to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.

       FOURTH:       The aggregate number of shares which the Corporation shall
have authority to issue is a total of one thousand (1,000) shares of Common
Stock, par value .01 per share, all of which are of the same class.

       FIFTH:        The name and mailing address of the incorporator is as
follows:

              Karen S. Lieberstein
              DORNBUSH MENSCH MANDELSTAM & SCHAEFFER
              747 Third Avenue
              New York, New York 10017

       SIXTH:        The corporation is to have perpetual existence.

       SEVENTH:      Whenever a compromise or arrangement is proposed between
this Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution of or any receive or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of



stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.

       EIGHTH:       The original By-Laws of the Corporation shall be adopted by
the incorporator. Thereafter, the power to make, alter, or repeal the By-Laws,
and to adopt any new By-Law, shall be vested in the Board of Directors.

       NINTH:        The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, or by any successor thereto, indemnify any and
all persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section. Such right to indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person. The indemnification provided for herein shall not be deemed exclusive of
any other rights of which those seeking indemnification may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise.

       TENTH:        The personal liability of the directors of the Corporation
is hereby eliminated to the fullest extent permitted by paragraph (7) of
subsection (b) of Section 102 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented.

       I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hands this 31st day of July, 1992.


                                              /s/ Karen S. Lieberstein
                                              ----------------------------------
                                              Karen S. Lieberstein
                                              Incorporator

                                        2


 Delaware     CERTIFICATE OF
State Logo    CHANGE OF LOCATION
              of Registered Office
              and/or Registered Agent


     -  The Board of Directors of PAY-PER-VIEW INTERNATIONAL, INC. a Corporation
        of Delaware, on this 11th day of February, A.D. 1993 do hereby resolve
        and order that the location of the Registered Office of this Corporation
        within this State be, and the same hereby is 15 East North Street, in
        the City of Dover, County of Kent Zip Code 19901.

     -  The name of the Registered Agent therein and in charge thereof upon whom
        process against the Corporation may be served, is Incorporating
        Services, Ltd.

     -  PAY-PER-VIEW INTERNATIONAL, INC. a Corporation of Delaware, does hereby
        certify that the foregoing is a true copy of a resolution adopted by the
        Board of Directors at a meeting held as herein stated.

     -  IN WITNESS WHEREOF, said Corporation has caused this certificate to be
        signed by its President and Attested by its Secretary, the 11 day of
        February, A.D. 19 1993.


                                              By: /s/ Mark Graff
                                                  ------------------------------
                                                           President


                                              Attest: /s/ Leland H. Nolan
                                                      --------------------------
                                                             Secretary



             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT

It is hereby certified that:

1.     The name of the corporation (hereinafter called the "corporation") is

              Pay-Per-View International, Inc.

2.     The registered office of the corporation within the State of Delaware is
hereby changed to 32 Loockerman Square, Suite L-100, City of Dover 19901, County
of Kent.

3.     The registered agent of the corporation within the State of Delaware is
hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.

4.     The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on March 29, 1994.

                                              /s/ Leland H. Nolan
                                              ----------------------------------
                                              Leland H. Nolan, President


Attest:


/s/ Robert Ragusa
- ----------------------------
Robert Ragusa, Secretary



                           CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       of

                        PAY-PER-VIEW INTERNATIONAL, INC.

       The undersigned, J. Roger Faherry, being the Chief Executive Officer and
President of PAY-PER-VIEW INTERNATIONAL, INC. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware ("GCL"), does hereby certify as follows:

       FIRST:        The following amendment to the Certificate of Incorporation
of the Corporation was duly adopted in accordance with the provisions of GCL
Section 242, having been adopted pursuant to the written consent of the
Corporation's sole stockholder.

       SECOND:       The Corporation's Certificate of Incorporation has been
amended as follows

       Striking out the whole of Article FIRST as it now exists and insetting in
lieu thereof a new Article FIRST, reading as follows.

       "FIRST:       The name of the Corporation (the "Corporation") is Spice
International, Inc."

       IN WITNESS WHEREOF, the undersigned, an officer of the Corporation, has
duly executed this Certificate of Amendment on this 26 day of November, 1996.

                                              PAY-PER-VIEW INTERNATIONAL, INC.


                                              By: /s/ J. Roger Faherty
                                                  ------------------------------
                                              Name: J. Roger Faherty
                                              Title: Chief Executive Officer



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

       Spice International, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

       The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc. and the present registered office of the corporation is
in the county of New Castle.

       The Board of Directors of Spice International, Inc. adopted the following
resolution on July 29, 1999.

       Resolved, that the registered office of The Prentice-Hall Corporation
System, Inc. in the State of Delaware be and it hereby is changed to Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, County of New
Castle, and the authorization of the present registered agent of this
corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST
COMPANY, shall be and is hereby constituted and appointed the registered agent
of this corporation at the address of its registered office.

       IN WITNESS WHEREOF, Spice International, Inc. has caused this statement
to be signed by Howard Shapiro, its Vice President and Secretary, this 3rd day
of August, 1999.

                                              /s/ Howard Shapiro
                                              ----------------------------------
                                              Howard Shapiro
                                              Vice President and Secretary

EX-3.20

                                                                    Exhibit 3.20


                            SPICE INTERNATIONAL, INC.

                                    * * * * *

                                     BY-LAWS

                                    * * * * *

                                       I.

                                     OFFICES

       1.     The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.

       2.     The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may, from
time to time, determine or the business of the Corporation may require.

                                       II.

                            MEETINGS OF STOCKHOLDERS

       1.     All meetings of the stockholders for the election of directors
shall be held at such place as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Meetings of the stockholders for any other purpose
may be held at such time and place, within or without the State of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.



       2.     Annual meetings of the stockholders, commencing with the year
1999, shall be held on May 1st, if not a legal holiday, and if a legal holiday,
then on the next secular day following or at such other date and time as shall
be designated from time to time by the Board of Directors and stated in the
notice of the meeting, at which they shall elect by a plurality vote a Board of
Directors, and transact such other business as may properly be brought before
the meeting,

       3.     The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

       4.     Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Certificate of Incorporation,
may be called by the President and shall be called by the President or Secretary
at the request in writing of a majority of the Board of Directors, or at the
request in writing of stockholders owning a majority in amount of the entire
capital stock of the Corporation issued and



outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

       5.     Whenever stockholders are required or permitted to take any action
at a meeting, a written notice of the meeting shall be given, which notice shall
state the place, date and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. The written
notice of any meeting shall be given to each stockholder entitled to vote at any
such meeting not less than ten nor more than sixty (60) days before the date of
the meeting. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.

       6.     Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

       7.     The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.



       8.     When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
Certificate of Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.

          9. Unless otherwise provided in the Certificate of Incorporation each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of capital stock having voting power held
by such stockholder, but no proxy shall be valid unless it provides that it may
only be voted on at a specific meeting of stockholders or any adjournment or
adjournments thereof.

       10.    Unless otherwise provided in the Certificate of Incorporation, any
action required to be taken at any annual or special meeting of stockholders of
the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.



                                      III.

                                    DIRECTORS

       1.     The number of directors which shall constitute the whole board
shall be such number, not less than one nor more than four, as may be determined
from time to time by resolution duly adopted by the Board of Directors. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.

       2.     Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced.

       3.     The business of the Corporation shall be managed by, or under the
direction of, its Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these By-laws directed or required to be
exercised or done by the stockholders.

       4.     Unless otherwise provided by the Certificate of Incorporation or
by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares then entitled to vote at
an election of directors.



                       MEETINGS OF THE BOARD OF DIRECTORS

       5.     The Board of Directors of the Corporation may hold meetings, both
regular and special, either within or without the State of Delaware.

       6.     The first meeting of each newly elected Board of Directors shall
be held without other notice than this by-law, immediately after, and at the
same place, as the annual meeting of stockholders.

       7.     Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

       8.     Special meetings of the Board may be called by the President on
twenty-four (24) hours' notice to each director, either personally or by mail or
by facsimile communication; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
directors,

       9.     At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third (1/3) of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at my meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.



       10.    Unless otherwise restricted by the Certificate of Incorporation or
these By-laws, any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof, may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

       11.    Unless otherwise restricted by the Certificate of Incorporation or
these By-laws, members of the Board of Directors, or any committee thereof, may
participate in a meeting, by means of conference via telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

       12.    The Board of Directors may, by resolutions passed by a majority of
the whole Board, designated one or more committees, each committee to consist of
one or more of the directors of the Corporation, which, to the agent provided in
the resolution and permitted by law, shall have and may exercise the powers of
the Board of Directors in the management of the business and affairs of the
Corporation and duly authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors.



       13.    Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

       14.    Unless otherwise restricted by the Certificate of Incorporation or
these By-laws, the Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor, Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

       15.    Unless otherwise restricted by the Certificate of Incorporation or
By-law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares entitled to one vote at an
election of directors.

                                       IV.

                                     NOTICES

       1.     Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses



appearing on the books of the Corporation. Notice by mail shall be deemed to be
given at the time when the same shall be mailed. Notice to directors may also be
given by telegram or facsimile.

       2.     Whenever any notice is required to be given under the provisions
of the statutes or of the Certificate of Incorporation or of these By-laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                       V.

                                    OFFICERS

       1.     The officers of the Corporation shall be chosen by the Board of
Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-laws otherwise provide.

       2.     The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, one or more Vice-Presidents, a
Secretary and a Treasurer, and may choose one or more additional Vice-Presidents
and one or more Assistant Secretaries and one or more Assistant Treasurers.

       3.     The Board of Directors may appoint such other officers and agents
as it shall deem necessary who shall hold their offices for such terms and shall
exercise



such powers and perform such duties as shall be determined from time to time by
the Board.

       4.     The Board of Directors shall be responsible for establishing the
compensation and employee benefit policies and programs of the Corporation.

       5.     The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

       6.     The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

       7.     He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.



                               THE VICE-PRESIDENTS

       8.     In the election of officers, the Board of Directors may designate
one of the Vice-Presidents as Senior Vice President. In the absence or inability
or retail to act of the President, the duties of such office shall be performed
by one of the Vice-Presidents, acting singly in the following order in the
absence or inability or refusal to act of their respective designated
predecessors:

              (a)    The Executive Vice-President, if any;

              (b)    The Senior Vice-Presidents, if any, in the order designated
   by the Board of Directors or, in the absence of any designation, then in the
   order of their election;

              (c)    All other Vice-Presidents in the order designated by the
   Board of Directors or, in the absence of any designation then in the order of
   their election.

       Each Vice-President, when performing the duties of the President, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall perform such
other duties as may be assigned to him from time to time by the President or by
the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

       9.     The Secretary shall attend all meetings of the Board of Directors
and all meetings of the stockholders and record all the proceedings of the
meetings of the Corporation and of the Board of Directors in a book to be kept
for that purpose and shall



perform like duties for the standing committees when required. He shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or President, under whose supervision he
shall be. He shall have custody of the corporate seal of the Corporation and he,
or an Assistant Secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his signature
or by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature.

       10.    The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

       11.    The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.



       12.    He, shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the Corporation.

       13.    If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

       14.    The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.



                                       VI.

                             CERTIFICATES FOR SHARES

       1.     Every holder of stock in the Corporation shall be entitled to have
a certificate, signed by, or in the name of the Corporation by, the Chairman of
the Board of Directors, the President or Vice-President, and by the Treasurer or
an Assistant Treasurer, or the Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
Corporation.

       2.     Any or all the signatures on a certificate may be facsimile. In
case any officer, transfer agent or registrar who have signed or whose facsimile
signature or signatures have been placed upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate or
certificates is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

       3.     The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as



indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

                                TRANSFER OF STOCK

       4.     Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

       5.     In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting, provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.



                             REGISTERED STOCKHOLDERS

       6.     The Corporation shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.

                                      VII.

                               GENERAL PROVISIONS
                                    DIVIDENDS

       1.     Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

       2.     Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve, in the
manner in which it was created.



                                     CHECKS

       3.     All checks or demands for money and notes of the Corporation shall
be signed by such officer or officers or such other person or persons as the
Board of Directors may from time to time designate.

                                   FISCAL YEAR

       4.     The fiscal year of the Corporation shall be the twelve consecutive
months commencing each January 1st and ending each following December 31st or as
may be otherwise fixed by resolution of the Board of Directors.

                                      SEAL

       5.     The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

       6.

              (a)    RIGHT TO INDEMNIFICATION. Each person who was or is made a
   party or is threatened to be made a party to or is involved in any action,
   suit or proceedings whether civil, criminal, administrative or investigative
   (hereinafter a "Proceeding"), by reason of the fact that he or she, or a
   person of whom he or she



   is the legal representative, is or was a director or officer of the
   Corporation as a director, officer, employee or agent of another corporation
   or of a partnership, joint venture, trust or other enterprise, including
   service with respect to employee benefit plans, whether the basis of such
   proceeding is alleged action in an official capacity as a director, officer,
   employee or agent or in any other capacity while seeking as a director,
   officer, employee or agent, shall be indemnified and held harmless by the
   Corporation to the fullest extent authorized by the Delaware General
   Corporation Law, as the same exists or may hereafter be amended (but, in the
   case of any such amendment, only to the extent that such amendment permits
   the Corporation to provide broader indemnification rights than said law
   permitted the Corporation to provide prior to such amendment) against all
   expense, liability and loss (including attorneys' fees, judgments, fines,
   ERISA excise taxes or penalties and amount paid to be paid in settlement)
   reasonably incurred or suffered by such person in connection therewith and
   such indemnification shall continue as to a person who has ceased to be a
   director, officer, employee or agent and shall inure to the benefit of his or
   her heirs, executors and administrators; provided, however, that except as
   provided in Paragraph (b) hereof, the Corporation shall indemnify any such
   person seeking indemnification in connection with a proceeding (or part
   thereof) initiated by such person only if such proceeding (or part thereto
   was authorized by the Board of Directors of the Corporation. The right to
   indemnification conferred in this section shall be contract right and shall
   include the right to be paid by the Corporation the



   expenses incurred in defending any such proceeding in advance of its final
   disposition; provided, however, that if the Delaware General Corporation Law
   requires, the payment of such expenses incurred by a director or officer in
   his other capacity as a director or officer (and not in any other capacity in
   which service was or is rendered by such person while a director or officer
   including, without limitation, service to an employee benefit plan) in
   advance of the final disposition of a proceeding, shall be made only upon
   delivery to the Corporation of an undertaking, by or on behalf of such
   director or officer, to repay all amounts so advance if it shall ultimately
   be determined that such director or officer is not entitled to be indemnified
   under this Section or otherwise.

              (b)    RIGHT TO CLAIMANT TO BRING SUIT. If a claim under Paragraph
   (a) of this Section is not paid in full by the Corporation within ninety (90)
   days after a written claim has been received by the Corporation, the claimant
   may at any time thereafter bring suit against the Corporation to recover the
   unpaid amount of the claim and, if successful in whole or in part, the
   claimant shall be entitled to be paid also the expense of prosecuting such
   claim. It shall be a defense to any such action (other than an action brought
   to enforce a claim for expenses incurred in defending any proceeding in
   advance of its final disposition where the required undertaking, if any is
   required, has been tendered to the Corporation) that the claimant has not met
   the standards of conduct which make it permissible under the Delaware General
   Corporation Law for the Corporation to indemnify the claimant for the amount
   claimed, but the burden of proving such



   defense shall be on the Corporation. Neither the failure of the Corporation
   (including its Board of Directors, independent legal counsel, or its
   stockholders) to have made a determination prior to the commencement of such
   action that indemnification of the claimant is proper in the circumstances
   because he or she has met the applicable standard of conduct set forth in the
   Delaware General Corporation Law, nor an actual determination by the
   Corporation (including its Board of Directors, independent legal counsel, or
   its stockholders) that the claimant has not met such applicable standard of
   conduct, shall be defense to the action or create a presumption that the
   claimant has not met the applicable standard of conduct.

              (c)    NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
   payment of expenses incurred in defending a proceeding in advance of its
   final disposition conferred in this section shall not be exclusive of any
   other right which any person may have or hereafter acquired under any
   statute, provision of the Certificate of Incorporation, By-law, agreement,
   vote of stockholders or disinterested directors or otherwise.

              (d)    INSURANCE. The Corporation may maintain insurance, at its
   expense, to protect itself and any director, officer, employee or agent of
   the Corporation or another corporation, partnership, joint venture, trust or
   other enterprise against any such expense, liability or loss, whether or not
   the Corporation would have the power to indemnify such person against such
   expense, liability or loss under the Delaware General Corporation Law.



                                      VIII.

                                   AMENDMENTS

       1.     These By-laws may be altered, amended or repealed or new By-laws
may be adopted by the stockholders or by the Board of Directors, when such power
is conferred upon the Board of Directors by the Certificate of Incorporation at
any regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeat or adoption of new By-laws be contained in
the notice of such special meeting. If the power to adopt, amend or repeal
By-laws is conferred upon the Board of Directors by the Certificate of
Incorporation it shall not divest or limit the power of the stockholder to
adopt, amend or repeal By-laws.

EX-3.21

                                                                    Exhibit 3.21

                          CERTIFICATE OF INCORPORATION

                                       OF

                             GRAFF PAY-PER-VIEW INC.

 Under Section 402 Of The Business Corporation Law It Is Hereby Certified That:

     1.   The name of the corporation is

                             GRAFF PAY-PER-VIEW INC.

     2.   The purpose or purposes for which the corporation is formed as
follows, to wit:

To engage in-any lawful act or activity for which corporations may be formed
under the Business Corporation Law. The corporation is not formed to engage in
any act or activity requiring the consent or approval of any state official,
department, board, agency or other body without such consent or approval first
being obtained.

To own operate, manage, acquire and deal in property, real and personal, which
may be necessary to the conduct of the business.

The corporation shall have all of the powers enumerated in Section 202 of the
Business Corporation Law, subject to any limitations provided in the Business
Corporation Law or any other statute in the State of New York.

     3.   The county in which the office of the corporation is to be located in
the State of New York is: New York

     4.   The aggregate number of shares which the corporation shall have
authority to issue is 200 shares, no par value.



     5.   The Secretary of State is designated as agent of the corporation upon
whom process against it may be served. The post office address to which the
Secretary of State shall mail a copy of any process against the corporation
served upon him is:

          Mark & Phillips
          432 Park Avenue South, Suite 1115
          New York, New York  10016

     IN WITNESS WHEREOF, the undersigned incorporator, being at least
eighteen-years of age, has executed and signed this Certificate of Incorporation
this 20th day of August, 1987.

                                                /s/ Elizabeth A. McNally
                                                ------------------------------
                                                Elizabeth A. McNally
                                                333 Rensselaer Street
                                                Albany, New York  12202

STATE OF NEW YORK        )
                         )ss.
COUNTY OF ALBANY         )

     On this 20th day of August, 1987, before me personally came Elizabeth A.
McNally to me known to be the individual described in and who executed the
foregoing instrument, and she duly acknowledged to me that she executed the
same.

Barbara Kinnaw
NOTARY PUBLIC, STATE OF NEW YORK
No. 4720956
Qualified in Albany County
Term Expires May 31, 1988                       /s/ Barbara Kinnaw
                                                ------------------------------

                                        2


                            CERTIFICATE OF AMENDMENT

                       OF THE CERTIFICATE OF INCORPORATION

                                       OF

                             GRAFF PAY-PER-VIEW INC.

                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

     WE, THE UNDERSIGNED, Mark Graff and Leland H. Nolan, being respectively the
president and the secretary of GRAFF PAY-PER-VIEW INC. hereby certify:

     1.   The name of the corporation is GRAFF PAY-PER-VIEW INC.

     2.   The certificate of incorporation of said corporation was filed by the
Department of State on the 21st day of August, 1987.

     3.   To effect the foregoing, Article I relating to name the of the
corporation is amended to read as follows:

     FIRST: The name of this corporation is GRAFF NEW YORK PAY-PER-VIEW INC.

     4.   The amendment was authorized by Unanimous Written Consent of the Board
of Directors followed by Unanimous. Written Consent of the Sole Shareholder.

     IN WITNESS WHEREOF, we have signed this certificate on the 15th day of
August, 1991 and we affirm the statements contained therein as true under
penalties of perjury.

                                                /s/ Mark Graff
                                                ------------------------------
                                                Mark Graff - President


                                                /s/ Leland H. Nolan
                                                ------------------------------
                                                Leland H. Nolan - Secretary



                            CERTIFICATE OF AMENDMENT

                                     of the

                          CERTIFICATE OF INCORPORATION

                                       of

                        GRAFF NEW YORK PAY-PER-VIEW INC.

           UNDER SECTION 805 OF THE NEW YORK BUSINESS CORPORATION LAW

     The undersigned, being the President and Secretary of GRAFF NEW YORK
PAY-PER-VIEW INC., do hereby certify and set forth:

     1.   The name of the Corporation is GRAFF NEW YORK PAY-PER-VIEW INC.

     2.   The Certificate of Incorporation of GRAFF NEW YORK PAY-PER-VIEW INC.
was filed in the office of the Department of State of New York on the 21st day
of August, 1987.

     3.   The Certificate of Incorporation of GRAFF PAY-PER-VIEW INC. is hereby
amended pursuant to Section 805 of the New York Business Corporation Law to
amended Paragraph FIRST thereto, to read in its entirety as follows:

     FIRST:  The name of the Corporation is SPICE, INC.

     4.   This amendment to the Certificate of Incorporation of GRAFF NEW YORK
PAY-PER-VIEW INC. was first authorized by the Board of Directors and followed by
the approval of the holder of all of the issued and outstanding shares of GRAFF
NEW YORK PAY-PER-VIEW INC. acting in written unanimous consent.

     IN WITNESS WHEREOF, the undersigned have executed and signed this
Certificate of Amendment this 12th day of May, 1992.

                                                /s/ Mark Graff
                                                ------------------------------
                                                MARK GRAFF, President


                                                /s/ Leland H. Nolan
                                                ------------------------------
                                                LELAND H. NOLAN, Secretary



STATE OF NEW YORK        )
                         )ss.:
COUNTY OF NEW YORK       )

     MARK GRAFF, being first duly sworn, deposes and says that he is the
President of GRAFF NEW YORK PAY-PER-VIEW INC., that he has read the foregoing
certificate and knows the contents thereof and that the statements contained
therein are true.

                                                /s/ Mark Graff
                                                ------------------------------
                                                MARK GRAFF

Sworn to before me this

12th day of May, 1992.


/s/ Daniel J. Barsky
- ---------------------------
Notary Public


[SEAL]



                              CERTIFICATE OF CHANGE

                                       OF

                                   SPICE, INC.

               Under Section 805-A of the Business Corporation Law

     We, the undersigned, Mark Graff and Robert Ragusa being, respectively, the
President, the Secretary of Spice, Inc., DO HEREBY CERTIFY:

     FIRST: The name of the corporation is SPICE, INC. (the "Corporation"). It
was incorporated under the name Graff Pay-Per-View Inc.

     SECOND: The Certificate of Incorporation of the Corporation was filed by
the Department of State on August 21, 1987.

     THIRD: The following was authorized by the Board of Directors: To change
the post office address to which the Secretary of State shall mail a copy of
process in any action or proceeding against the Corporation which may be served
on him from Mark & Phillips, 432 Park Avenue South, Suite 1115, New York, NY
10016 to 536 Broadway, 7th Floor, New York, New York 10012.

     IN WITNESS WHEREOF, we have subscribed this certificate on the 29th day of
March, 1994 and we affirm the statements contained therein as true under
penalties of perjury.

                                                /s/ Mark Graff
                                                ------------------------------
                                                Mark Graff, President


                                                /s/ Robert Ragusa
                                                ------------------------------
                                                Robert Ragusa, Secretary



                              CERTIFICATE OF MERGER

                                       OF

                                   SPICE, INC.

                                       AND

                        ADAM AND EVE COMMUNICATIONS, INC.

                                      INTO

                                   SPICE, INC.

                Under Section 904 of the Business Corporation Law

     The undersigned, Mark Graff and Daniel J. Barsky, being respectively, the
president and secretary of Spice, Inc., a corporation duly organized and
existing under and by virtue of the laws of the State of New York, and Phillip
D. Harvey and Nolan Quan, being respectively, the president and secretary of
Adam and Eve Communications, Inc., a foreign corporation duly organized and
existing under and by virtue of the laws of the State of California do hereby
certify and set forth:

          FIRST:   The name of each constituent corporation is as follows:

                      SPICE, INC.    (Spice, Inc. was organized under the name
                                     Graff Pay-Per-View Inc. Its name was
                                     changed to Graff New York Pay-Per-View Inc.
                                     prior to it being changed to its current
                                     name)

                        ADAM AND EVE COMMUNICATIONS, INC.

          SECOND:  The name of the surviving corporation is Spice, Inc., a New
     York corporation.

          THIRD:   The designation, number and voting rights of the outstanding
     shares of each class and series of the. constituent corporations are as
     follows:



     As to Spice, Inc.:



     Class              Series            Voting Rights         Number
     -----              ------            -------------         ------
                                                        
Common Shares        Not Applicable     One vote per share       200


     As to Adam and Eve Communications, Inc.:



     Class              Series            Voting Rights         Number
     -----              ------            -------------         ------
                                                        
Common Shares        Not Applicable     One vote per share       1,000


     FOURTH:   There are no amendments or changes to be made in the certificate
or incorporation of Spice, Inc.

     FIFTH:    The date when the certificate of incorporation of Spice, Inc. was
filed by the Department of State was the 21st day of August, 1987.

     SIXTH:    The jurisdiction of incorporation of Adam and Eve Communications,
Inc. is the State of California, and the date of its incorporation was the 5th
day of August, 1993.

     SEVENTH:  Adam and Eve Communications, Inc. has not filed an Application
for Authority to do business in the State of New York.

     EIGHTH:   The merger was authorized with respect to Spice, Inc. by the
written consent of its sole stockholder.

               The merger was authorized with respect to Adam and Eve
Communications, Inc. by the written consent of shareholders obtained in
accordance with the laws of the State of California, its jurisdiction of
incorporation.

     NINTH:    The merger is permitted by the laws of the State of California,
being the jurisdiction of the constituent foreign corporation and is in
compliance therewith.

                                        2


     IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalties of perjury, this 10th day of
April, 1995.

                                            SPICE, INC.


                                            /s/ Mark Graff
                                            ----------------------------------
                                            MARK GRAFF, PRESIDENT


                                            /s/ Daniel J. Barsky
                                            ----------------------------------
                                            DANIEL J. BARSKY, SECRETARY


                                            ADAM AND EVE COMMUNICATIONS, INC.


                                            /s/ Philip D. Harvey
                                            ----------------------------------
                                            PHILIP D. HARVEY, PRESIDENT


                                            /s/ Nolan Quan
                                            ----------------------------------
                                            NOLAN QUAN, SECRETARY

                                        3


                            CERTIFICATE OF AMENDMENT

                         OF CERTIFICATE OF INCORPORATION

                                       OF

                                   SPICE, INC.

                Under Section 805 of the Business Corporation Law

     The undersigned, J. Roger Faherty, being the Chief Executive Officer of
SPICE, INC. (the "Corporation"), a corporation organized and existing under and
by virtue of the Business Corporation Law of the State of New York ("BCL"), does
hereby certify as follows:

     1.   The name of the Corporation is Spice, Inc. It was incorporated under
the name Graff Pay-Per-View Inc.

     2.   The Certificate of Incorporation of the Corporation was filed in the
office of the Department of State of New York on the 21st day of August, 1987.

     3.   The Certificate of Incorporation of Spice, Inc. is hereby amended
pursuant to BCL Section 805 by amending Paragraph FIRST in its entirety as
follows:

By striking out the whole of Paragraph FIRST as it now exists and inserting in
lieu thereof a new Paragraph FIRST, reading as follows:

     "FIRST:  The name of (the "Corporation") is Spice Networks, Inc.

     4.   This amendment to the Certificate of Incorporation was first
authorized by the Unanimous Written Consent of the Board of Directors pursuant
to BCL Section 708(b) followed by the Written Consent of the Sole Shareholder of
the Corporation pursuant to BCL Section 615.

     IN WITNESS WHEREOF, the undersigned, officers of the Corporation, have duly
executed this Certificate of Amendment on this 20th day of November, 1996.

                                                SPICE, INC.


                                                By: /s/ J. Roger Faherty
                                                ------------------------------
                                                    J. Roger Faherty,
                                                    Chief Executive Officer


                                                By: /s/ Daniel J. Barsky
                                                ------------------------------
                                                    Daniel J. Barsky, Secretary



                             CERTIFICATE OF CHANGE

                                       OF

                              SPICE NETWORKS, INC.

               UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

     1.   The name of the corporation is Spice Networks, Inc. It was
incorporated under the name Graff-Pay-Per-View, Inc.

     2.   The Certificate of Incorporation of said corporation was filed by the
Department of State on the 21st day of August, 1987.

     3.   The following was authorized by the Board of Directors on July 29,
1999:

     To change the post office address to which the Secretary of State shall
mail a copy of process in any action or proceeding against the corporation which
may be served on him from The Corporation, 536 Broadway, 7th Floor, New York, NY
10012 to c/o CT Corporation System, 111 Eighth Avenue, New York, NY 10011.

     To designate CT CORPORATION SYSTEM, 111 Eighth Avenue, New York, NY 10011
as its registered agent in New York upon whom all process against the
corporation may be served.

                                                SPICE NETWORKS, INC.


                                                /s/ Howard Shapiro
                                                -------------------------------
                                                Howard Shapiro
                                                Vice President and Secretary

EX-3.22

                                                                    Exhibit 3.22


                              SPICE NETWORKS, INC.

                                    * * * * *

                                     BY-LAWS

                                    * * * * *


                                       I.

                                     OFFICES

       1.     The registered office shall be in the City of New York, State of
New York.

       2.     The Corporation may also have offices at such other places both
within and without the State of New York as the Board of Directors may, from
time to time, determine or the business of the Corporation may require.

                                       II.

                            MEETINGS OF STOCKHOLDERS

       1.     All meetings of the stockholders for the election of directors
shall be held at such place as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of New York
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Meetings of the stockholders for any other purpose
may be held at such time and place, within or without the State of New York, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.



       2.     Annual meetings of the stockholders, commencing with the year
1999, shall be held on May 1st, if not a legal holiday, and if a legal holiday,
then on the next secular day following or at such other date and time as shall
be designated from time to time by the Board of Directors and stated in the
notice of the meeting, at which they shall elect by a plurality vote a Board of
Directors, and transact such other business as may properly be brought before
the meeting,

       3.     The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

       4.     Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Certificate of Incorporation,
may be called by the President and shall be called by the President or Secretary
at the request in writing of a majority of the Board of Directors, or at the
request in writing of stockholders owning a majority in amount of the entire
capital stock of the Corporation issued and



outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

       5.     Whenever stockholders are required or permitted to take any action
at a meeting, a written notice of the meeting shall be given, which notice shall
state the place, date and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. The written
notice of any meeting shall be given to each stockholder entitled to vote at any
such meeting not less than ten nor more than sixty (60) days before the date of
the meeting. If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.

       6.     Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

       7.     The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.



       8.     When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
Certificate of Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.

       9.     Unless otherwise provided in the Certificate of Incorporation each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of capital stock having voting power held
by such stockholder, but no proxy shall be valid unless it provides that it may
only be voted on at a specific meeting of stockholders or any adjournment or
adjournments thereof.

       10.    Unless otherwise provided in the Certificate of Incorporation, any
action required to be taken at any annual or special meeting of stockholders of
the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.



                                      III.

                                    DIRECTORS

       1.     The number of directors which shall constitute the whole board
shall be such number, not less than one nor more than four, as may be determined
from time to time by resolution duly adopted by the Board of Directors. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.

       2.     Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced.

       3.     The business of the Corporation shall be managed by, or under the
direction of, its Board of Directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these By-laws directed or required to be
exercised or done by the stockholders.

       4.     Unless otherwise provided by the Certificate of Incorporation or
by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares then entitled to vote at
an election of directors.



                       MEETINGS OF THE BOARD OF DIRECTORS

       5.     The Board of Directors of the Corporation may hold meetings, both
regular and special, either within or without the State of New York.

       6.     The first meeting of each newly elected Board of Directors shall
be held without other notice than this by-law, immediately after, and at the
same place, as the annual meeting of stockholders.

       7.     Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

       8.     Special meetings of the Board may be called by the President on
twenty-four (24) hours' notice to each director, either personally or by mail or
by facsimile communication; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
directors,

       9.     At all meetings of the Board, a majority of the number of
directors who have been elected       and are then serving in such capacity, but
in no event less than one-third (1/3) of the total number of authorized
directors, shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at my meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.



       10.    Unless otherwise restricted by the Certificate of Incorporation or
these By-laws, any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof, may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

       11.    Unless otherwise restricted by the Certificate of Incorporation or
these By-laws, members of the Board of Directors, or any committee thereof, may
participate in a meeting, by means of conference via telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

       12.    The Board of Directors may, by resolutions passed by a majority of
the whole Board, designated one or more committees, each committee to consist of
one or more of the directors of the Corporation, which, to the agent provided in
the resolution and permitted by law, shall have and may exercise the powers of
the Board of Directors in the management of the business and affairs of the
Corporation and duly authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors.



       13.    Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

       14.    Unless otherwise restricted by the Certificate of Incorporation or
these By-laws, the Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor, Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

       15.    Unless otherwise restricted by the Certificate of Incorporation or
By-law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares entitled to one vote at an
election of directors.

                                       IV.

                                     NOTICES

       1.     Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses



appearing on the books of the Corporation. Notice by mail shall be deemed to be
given at the time when the same shall be mailed. Notice to directors may also be
given by telegram or facsimile.

       2.     Whenever any notice is required to be given under the provisions
of the statutes or of the Certificate of Incorporation or of these By-laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                       V.

                                    OFFICERS

       1.     The officers of the Corporation shall be chosen by the Board of
Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-laws otherwise provide.

       2.     The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, one or more Vice-Presidents, a
Secretary and a Treasurer, and may choose one or more additional Vice-Presidents
and one or more Assistant Secretaries and one or more Assistant Treasurers.

       3.     The Board of Directors may appoint such other officers and agents
as it shall deem necessary who shall hold their offices for such terms and shall
exercise



such powers and perform such duties as shall be determined from time to time by
the Board.

       4.     The Board of Directors shall be responsible for establishing the
compensation and employee benefit policies and programs of the Corporation.

       5.     The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

       6.     The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

       7.     He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.



                               THE VICE-PRESIDENTS

       8.     In the election of officers, the Board of Directors may designate
one of the Vice-Presidents as Senior Vice President. In the absence or inability
or retail to act of the President, the duties of such office shall be performed
by one of the Vice-Presidents, acting singly in the following order in the
absence or inability or refusal to act of their respective designated
predecessors:

              (a)    The Executive Vice-President, if any;

              (b)    The Senior Vice-Presidents, if any, in the order designated
   by the Board of Directors or, in the absence of any designation, then in the
   order of their election;

              (c)    All other Vice-Presidents in the order designated by the
   Board of Directors or, in the absence of any designation then in the order of
   their election.

       Each Vice-President, when performing the duties of the President, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall perform such
other duties as may be assigned to him from time to time by the President or by
the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

       9.     The Secretary shall attend all meetings of the Board of Directors
and all meetings of the stockholders and record all the proceedings of the
meetings of the Corporation and of the Board of Directors in a book to be kept
for that purpose and shall



perform like duties for the standing committees when required. He shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or President, under whose supervision he
shall be. He shall have custody of the corporate seal of the Corporation and he,
or an Assistant Secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his signature
or by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature.

       10.    The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

       11.    The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.



       12.    He, shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the Corporation.

       13.    If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

       14.    The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.



                                       VI.

                             CERTIFICATES FOR SHARES

       1.     Every holder of stock in the Corporation shall be entitled to have
a certificate, signed by, or in the name of the Corporation by, the Chairman of
the Board of Directors, the President or Vice-President, and by the Treasurer or
an Assistant Treasurer, or the Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
Corporation.

       2.     Any or all the signatures on a certificate may be facsimile. In
case any officer, transfer agent or registrar who have signed or whose facsimile
signature or signatures have been placed upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate or
certificates is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

       3.     The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as



indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

                                TRANSFER OF STOCK

       4.     Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

       5.     In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting, provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.



                             REGISTERED STOCKHOLDERS

       6.     The Corporation shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of New York.

                                      VII.

                               GENERAL PROVISIONS
                                    DIVIDENDS

       1.     Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

       2.     Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the



interest of the Corporation, and the directors may modify or abolish any such
reserve, in the manner in which it was created.

                                     CHECKS

       3.     All checks or demands for money and notes of the Corporation shall
be signed by such officer or officers or such other person or persons as the
Board of Directors may from time to time designate.

                                   FISCAL YEAR

       4.     The fiscal year of the Corporation shall be the twelve consecutive
months commencing each January 1st and ending each following December 31st or as
may be otherwise fixed by resolution of the Board of Directors.

                                      SEAL

       5.     The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal, New
York." The seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.



                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

       6.

              (a)    RIGHT TO INDEMNIFICATION. Each person who was or is made a
   party or is threatened to be made a party to or is involved in any action,
   suit or proceedings whether civil, criminal, administrative or investigative
   (hereinafter a "Proceeding"), by reason of the fact that he or she, or a
   person of whom he or she is the legal representative, is or was a director or
   officer of the Corporation as a director, officer, employee or agent of
   another corporation or of a partnership, joint venture, trust or other
   enterprise, including service with respect to employee benefit plans, whether
   the basis of such proceeding is alleged action in an official capacity as a
   director, officer, employee or agent or in any other capacity while seeking
   as a director, officer, employee or agent, shall be indemnified and held
   harmless by the Corporation to the fullest extent authorized by the New York
   Business Corporation Law, as the same exists or may hereafter be amended
   (but, in the case of any such amendment, only to the extent that such
   amendment permits the Corporation to provide broader indemnification rights
   than said law permitted the Corporation to provide prior to such amendment)
   against all expense, liability and loss (including attorneys' fees,
   judgments, fines, ERISA excise taxes or penalties and amount paid to be paid
   in settlement) reasonably incurred or suffered by such person in connection
   therewith and such indemnification shall continue as to a person who has
   ceased to be a director, officer, employee or agent and shall inure to the
   benefit of his or her heirs, executors and administrators; provided, however,
   that except as provided in Paragraph (b) hereof, the Corporation shall
   indemnify any such person seeking



   indemnification in connection with a proceeding (or part thereof) initiated
   by such person only if such proceeding (or part thereto was authorized by the
   Board of Directors of the Corporation. The right to indemnification conferred
   in this section shall be contract right and shall include the right to be
   paid by the Corporation the expenses incurred in defending any such
   proceeding in advance of its final disposition; provided, however, that if
   the New York Business Corporation Law requires, the payment of such expenses
   incurred by a director or officer in his other capacity as a director or
   officer (and not in any other capacity in which service was or is rendered by
   such person while a director or officer including, without limitation,
   service to an employee benefit plan) in advance of the final disposition of a
   proceeding, shall be made only upon delivery to the Corporation of an
   undertaking, by or on behalf of such director or officer, to repay all
   amounts so advance if it shall ultimately be determined that such director or
   officer is not entitled to be indemnified under this Section or otherwise.

              (b)    RIGHT TO CLAIMANT TO BRING SUIT. If a claim under Paragraph
   (a) of this Section is not paid in full by the Corporation within ninety (90)
   days after a written claim has been received by the Corporation, the claimant
   may at any time thereafter bring suit against the Corporation to recover the
   unpaid amount of the claim and, if successful in whole or in part, the
   claimant shall be entitled to be paid also the expense of prosecuting such
   claim. It shall be a defense to any such action (other than an action brought
   to enforce a claim for expenses incurred in defending any proceeding in
   advance of its final disposition



   where the required undertaking, if any is required, has been tendered to the
   Corporation) that the claimant has not met the standards of conduct which
   make it permissible under the New York Business Corporation Law for the
   Corporation to indemnify the claimant for the amount claimed, but the burden
   of proving such defense shall be on the Corporation. Neither the failure of
   the Corporation (including its Board of Directors, independent legal counsel,
   or its stockholders) to have made a determination prior to the commencement
   of such action that indemnification of the claimant is proper in the
   circumstances because he or she has met the applicable standard of conduct
   set forth in the New York Business Corporation Law, nor an actual
   determination by the Corporation (including its Board of Directors,
   independent legal counsel, or its stockholders) that the claimant has not met
   such applicable standard of conduct, shall be defense to the action or create
   a presumption that the claimant has not met the applicable standard of
   conduct.

              (c)    NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
   payment of expenses incurred in defending a proceeding in advance of its
   final disposition conferred in this section shall not be exclusive of any
   other right which any person may have or hereafter acquired under any
   statute, provision of the Certificate of Incorporation, By-law, agreement,
   vote of stockholders or disinterested directors or otherwise.

              (d)    INSURANCE. The Corporation may maintain insurance, at its
   expense, to protect itself and any director, officer, employee or agent of
   the



   Corporation or another corporation, partnership, joint venture, trust or
   other enterprise against any such expense, liability or loss, whether or not
   the Corporation would have the power to indemnify such person against such
   expense, liability or loss under the New York Business Corporation Law.

                                      VIII.

                                   AMENDMENTS

       1.     These By-laws may be altered, amended or repealed or new By-laws
may be adopted by the stockholders or by the Board of Directors, when such power
is conferred upon the Board of Directors by the Certificate of Incorporation at
any regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeat or adoption of new By-laws be contained in
the notice of such special meeting. If the power to adopt, amend or repeal
By-laws is conferred upon the Board of Directors by the Certificate of
Incorporation it shall not divest or limit the power of the stockholder to
adopt, amend or repeal By-laws.

EX-3.23

                                                                    Exhibit 3.23

STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )

          On this 20th day of September 1994, before me personally appeared
Karen S. Lieberstein, to me known and known to me to be the person described in
and who executed the foregoing Articles of Incorporation, and who acknowledged
to me that he executed the same freely and voluntarily and for the uses and
purposes therein mentioned.

          WITNESS my hand and official seal, the day and year first above
written.

                                        /s/ Janet G. Bracco
                                        ----------------------------------------
                                        Notary Public

(Notarial Seal)                         [SEAL]



                            ARTICLES OF INCORPORATION

                                       OF

                              MEDIA LICENSING, INC.

          I, the person hereinafter named as incorporator, for the purpose of
associating to establish a corporation, under the provisions and subject to the
requirements of Title 7, Chapter 78 of Nevada Revised Statutes, and the acts
amendatory thereof, and hereinafter sometimes referred to as the General
Corporation Law of the State of Nevada, do hereby adopt and make the following
Articles of Incorporation:

          FIRST: The name of the corporation (hereinafter called the
"Corporation") is MEDIA LICENSING, INC.

          SECOND: The name of the Corporation's resident agent in the State of
Nevada is The Prentice-Hall Corporation System, Nevada, Inc., and the street
address of the said resident agent where process may be served on the
Corporation is 502 East John Street, Carson City 89706. The mailing address and
the street address of the said resident agent are identical.

          THIRD: The number of shares the Corporation is authorized to issue is
200, all of which are of a par value of $1.00 each. All of said shares are of
one class and are designated as Common Stock.

          FOURTH: No holder of any of the shares of any class of the Corporation
shall be entitled as of right to subscribe for, purchase, or otherwise acquire
any shares of any class of the Corporation which the Corporation proposes to
issue or any rights or options which the Corporation proposes to grant for the
purchase of shares of any class of the Corporation or for the purchase of any
shares, bonds, securities, or obligations of the Corporation which are
convertible into or exchangeable for, or which carry any rights, to subscribe
for, purchase, or otherwise acquire shares of any class of the Corporation; and
any and all of such shares, bonds, securities, or obligations of the
Corporation, whether now or hereafter authorized or created, may be issued, or
may be reissued or transferred if the same have been reacquired and have
treasury status, and any and all of such rights and options may be granted by
the Board of Directors to such persons, firms, corporations, and associations,
and for such lawful consideration, and on such terms, as the Board of Directors
in its discretion may determine, without first offering the same, or any
thereof, to any said holder.

          FIFTH: The governing board of the Corporation shall be styled as a
"Board of Directors", and any member of said Board shall be styled as a
"Director."



          The number of members constituting the first Board of Directors of the
Corporation is three; and the name and the post office box or street address,
either residence or business, of each of said members are as follows:

          NAME                      ADDRESS
          ----                      --------

          J. Roger Faherty          536 Broadway, 7th Floor
                                    New York, NY 10012

          Mark Graff                536 Broadway, 7th Floor
                                    New York, NY 10012

          Leland H. Nolan           536 Broadway, 7th Floor
                                    New York, NY 10012

          The number of directors of the Corporation may be increased or
decreased in the manner provided in the Bylaws of the Corporation; provided,
that the number of directors shall never be less than one. In the interim
between elections of directors by stockholders entitled to vote, all vacancies,
including vacancies caused by an increase in the number of directors and
including vacancies resulting from the removal of directors by the stockholders
entitled to vote which are not filled by said stockholders, may be filled by the
remaining directors, though less than a quorum.

          SIXTH: The name and the post office box or street address, either
residence or business, of the incorporator signing these Articles of
Incorporation are as follows:

          NAME                      ADDRESS
          ----                      -------
          Karen S. Lieberstein      c/o Dornbush Mensch
                                    Mandelstam & Schaeffer
                                    747 Third Avenue
                                    New York, NY 10017

          SEVENTH: The Corporation shall have perpetual existence.

          EIGHTH: The personal liability of the directors of the Corporation is
hereby eliminated to the fullest extent permitted by the General Corporation Law
of the State of Nevada, as the same may be amended and supplemented.

          NINTH: The Corporation shall to the fullest extent permitted by the
General Corporation Law of the State of Nevada, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Law from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Law, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding

                                        2


such office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.

          TENTH: The nature of the business of the Corporation and the objects
or the purposes to be transacted, promoted, or carried on by it are as follows,
provided that the Corporation may engage in any other lawful activity:

          To license motion pictures and other programming, both domestically
     and internationally, to cable television systems and other delivery systems
     for distribution via satellite, video dial tone and other means of
     transmission currently existing or to be developed.

          The foregoing provisions of this Article TENTH shall be construed both
as purposes and powers and each as an independent purpose and power. The
foregoing enumeration of specific purposes and powers shall not be held to limit
or restrict in any manner the purposes and powers of the Corporation, and the
purposes and powers herein specified shall, except when otherwise provided in
this Article TENTH, be in no wise limited or restricted by reference to, or
inference from, the terms of any provision of this or any other Article of these
Articles of Incorporation; provided, that the Corporation shall not carry on any
business or exercise any power in any state, territory, or country which under
the laws thereof the Corporation may not lawfully carry on or exercise.

          ELEVENTH: The Corporation reserves the right to amend, alter, change,
or repeal any provision contained in these Articles of Incorporation in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

          IN WITNESS WHEREOF, I do hereby execute theses Articles of
Incorporation on September 20, 1994.

                                        /s/ Karen S. Lieberstein
                                        ----------------------------------------
                                        Karen S. Lieberstein
                                        Legal Assistant

                                        3


              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

                              MEDIA LICENSING, INC.

We the undersigned, Seven Saril and Daniel J. Barsky, the President and
Secretary of Media Licensing, Inc., do hereby certify:

          That the Board of Directors of said corporation at a meeting duly
convened, held on the 2nd day of November 1996, adopted a resolution to amend
the original articles as follows:

          Article 1 is hereby amended to read as follows:

          The name of the corporation (hereinafter called the
          "Corporation") is SPICE PRODUCTIONS, INC.

          The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 100; that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.

                                        /s/ Steven Saril
                                        ----------------------------------------
                                        Steven Saril, President


                                        /s/ Daniel J. Barsky
                                        ----------------------------------------
                                        Daniel J. Barsky, Secretary

State of New York
                     ss
County of New York

          On November 26, 1996, personally appeared before me, a Notary Public,
Steven Saril and Daniel J. Barsky, who acknowledge that they executed the above
instrument.

                                        /s/ Mary Lou Ventrelli
                                        ----------------------------------------
                                                     Notary Public

                                     [SEAL]

EX-3.24

                                                                    Exhibit 3.24

                             SPICE PRODUCITONS, INC.

                                    * * * * *

                                  B Y - L A W S

                                    * * * * *


                                    ARTICLE I

                                     OFFICES

     Section 1.   The registered office shall be in the City of Reno, County of
Washoe, State of Nevada.

     Section 2.   The Corporation may also have offices at such other places
both within and without the State of Nevada as the Board of Directors may, from
time to time, determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.   All meetings of the stockholders for the election of directors
shall be held at such place as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of Nevada
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Meetings of the stockholders for any other purpose
may be held at such time and place, within or



without the State of Nevada, as shall be stated in the notice of the meeting or
in a duly executed waiver of notice thereof.

     Section 2.   Annual meetings of the stockholders, commencing with the year
1999, shall be held on May 1st, if not a legal holiday, and if a legal holiday,
then on the next secular day following, or at such other date and time as shall
be designated from time to time by the Board of Directors and stated in the
notice of the meeting, at which they shall elect by a plurality vote a Board of
Directors, and transact such other business as may properly be brought before
the meeting.

     Section 3.   The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

     Section 4.   Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of

                                        2


stockholders owning a majority in amount of the entire capital stock of the
Corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.

     Section 5.   Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty (60) days before
the date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

     Section 6.   Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 7.   The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

                                        3


     Section 8.   When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

     Section 9.   Unless otherwise provided in the Certificate of Incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of capital stock having voting power
held by such stockholder, but no proxy shall be valid unless it provides that it
may only be voted on at a specific meeting of stockholders or any adjournment or
adjournments thereof.

     Section 10.  Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                        4


                                   ARTICLE III

                                    DIRECTORS

     Section 1.   The number of directors which shall constitute the whole board
shall be such number, not less than one nor more than four, as may be determined
from time to time by resolution duly adopted by the Board of Directors. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.

     Section 2.   Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced.

     Section 3.   The business of the Corporation shall be managed by, or under
the direction of, its Board of Directors which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or
by the Certificate of Incorporation or by these By-laws directed or required to
be exercised or done by the stockholders.

     Section 4.   Unless otherwise provided by the Certificate of Incorporation
or by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares then entitled to vote at
an election of directors.

                                        5


                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 5.   The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Nevada.

     Section 6.   The first meeting of each newly elected Board of Directors
shall be held without other notice than this bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

     Section 7.   Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

     Section 8.   Special meetings of the Board may be called by the President
on twenty-four (24) hours' notice to each director, either personally or by mail
or by facsimile communication; special meetings shall be called by the President
or Secretary in like manner and on like notice on the written request of two
directors.

     Section 9.   At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third (1/3) of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation.

     If a quorum shall not be present at any meeting of the Board of Directors,
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

                                        6


     Section 10.  Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

     Section 11.  Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, members of the Board of Directors, or any
committee thereof, may participate in a meeting, by means of conference via
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

     Section 12.  The Board of Directors may, by resolutions passed by a
majority of the whole Board, designated one or more committees, each committee
to consist of one or more of the directors of the Corporation, which, to the
extent provided in the resolution and permitted by law, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation and may authorize the seal of the corporation to
be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.

                                        7


     Section 13.  Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

     Section 14.  Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

     Section 15.  Unless otherwise restricted by the Certificate of
Incorporation or By-law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to one vote at an election of directors.

                                        8


                                   ARTICLE IV

                                     NOTICES

     Section 1.   Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     Section 2.   Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     Section 1.   The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-laws otherwise provide.

                                        9


     Section 2.   The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, one or more Vice-Presidents, a
Secretary and a Treasurer, and may choose one or more additional Vice-Presidents
and one or more Assistant Secretaries and one or more Assistant Treasurers.

     Section 3.   The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

     Section 4.   The Board of Directors shall be responsible for establishing
the compensation and employee benefit policies and programs of the Corporation.

     Section 5.   The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

     Section 6.   The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

                                       10


     Section 7.   He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

     Section 8.   In the election of officers, the Board of Directors may
designate one of the Vice-Presidents as Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice-Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

            (a)   The Executive Vice-President, if any;

            (b)   The Senior Vice-Presidents, if any, in the order designated by
     the Board of Directors or, in the absence of any designation, then in the
     order of their election;

            (c)   All other Vice-Presidents in the order designated by the Board
     of Directors or, in the absence of any designation, then in the order of
     their election.

     Each Vice-President, when performing the duties of the President, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of

                                       11


the Corporation and shall perform such other duties as may be assigned to him
from time to time by the President or by the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.   The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

     Section 10.  The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                       12


                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11.  The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     Section 12.  He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     Section 13.  If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

     Section 14.  The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the

                                       13


Treasurer or in the event of his inability or refusal to act, perform the duties
and exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                             CERTFICATES FOR SHARES

     Section 1.   Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, the President or Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary of the Corporation,
certifying the number of shares represented by such certificate owned by him in
the Corporation.

     Section 2.   Any or all the signatures on a certificate may be facsimile.
In case any officer, transfer agent or registrar who have signed or whose
facsimile signature or signatures have been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
or certificates is issued, it may be issued by the Corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     Section 3.   The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore

                                       14


issued by the Corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing such issue of a new
certificate or certificates or uncertificated shares, the Board of Directors
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or certificates,
or his legal representative, to advertise the same in such manner as it shall
require and/or to give the Corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen or destroyed.

                                TRANSFER OF STOCK

     Section 4.   Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

     Section 5.   In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock

                                       15


or for the purpose of any other lawful action, the Board of Directors may fix,
in advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days before the date of such meeting, nor more than sixty (60) days
prior to any other action. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting: provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.

                             REGISTERED STOCKHOLDERS

     Section 6.   The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Nevada.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1.   Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of

                                       16


Directors at any regular or special meeting, pursuant to law. Dividends may be
paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation.

     Section 2.   Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3.   All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

     Section 4.   The fiscal year of the Corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the Board of
Directors.

                                       17


                                      SEAL

     Section 5.   The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Nevada". The seal may be used by causing it, or a facsimile thereof, to be
impressed or affixed or reproduced or otherwise.

                          INDEMNIFICATION OF DIRECTORS
                                  AND OFFICERS

     Section 6.

            (a)   RIGHT TO INDEMNIFICATION. Each person who was or is made a
     party or is threatened to be made a party to or is involved in any action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative (hereinafter a "Proceeding"), by reason of the fact that he
     or she, or a person of whom he or she is the legal representative, is or
     was a director or officer of the Corporation as a director, officer,
     employee or agent of another corporation or of a partnership, joint
     venture, trust or other enterprise, including service with respect to
     employee benefit plans, whether the basis of such proceeding is alleged
     action in an official capacity as a director, officer, employee or agent or
     in any other capacity while serving as a director, officer, employee or
     agent, shall be indemnified and held harmless by the Corporation to the
     fullest extent authorized by the Nevada General Corporation Law, as the
     same exists or may hereafter be amended (but, in

                                       18


     the case of any such amendment, only to the extent that such amendment
     permits the Corporation to provide broader indemnification rights than said
     law permitted the Corporation to provide prior to such amendment) against
     all expense, liability and loss (including attorneys' fees, judgments,
     fines, ERISA excise taxes or penalties and amount paid to be paid in
     settlement) reasonably incurred or suffered by such person in connection
     therewith and such indemnification shall continue as to a person who has
     ceased to be a director, officer, employee or agent and shall inure to the
     benefit of his or her heirs, executors and administrators; provided,
     however, that except as provided in Paragraph (b) hereof, the Corporation
     shall indemnify any such person seeking indemnification in connection with
     a proceeding (or part thereof) initiated by such person only if such
     proceeding (or part thereof) was authorized by the Board of Directors of
     the Corporation. The right to indemnification conferred in this section
     shall be contract right and shall include the right to be paid by the
     Corporation the expenses incurred in defending any such proceeding in
     advance of its final disposition; provided, however, that if the Nevada
     General Corporation Law requires, the payment of such expenses incurred by
     a director or officer in his other capacity as a director or officer (and
     not in any other capacity in which service was or is rendered by such
     person while a director or officer including, without limitation, service
     to an employee benefit plan) in advance of the final disposition of a
     proceeding, shall be made only upon delivery to the Corporation of an
     undertaking, by or on behalf of such director or officer, to repay all
     amounts

                                       19


     so advance if it shall ultimately be determined that such director or
     officer is not entitled to be indemnified under this Section or otherwise.

            (b)   RIGHT TO CLAIMANT TO BRING SUIT. If a claim under Paragraph
     (a) of this Section is not paid in full by the Corporation within ninety
     (90) days after a written claim has been received by the Corporation, the
     claimant may at any time thereafter bring suit against the Corporation to
     recover the unpaid amount of the claim and, if successful in whole or in
     part, the claimant shall be entitled to be paid also the expense of
     prosecuting such claim. It shall be a defense to any such action (other
     than an action brought to enforce a claim for expenses incurred in
     defending any proceeding in advance of its final disposition where the
     required undertaking, if any is required, has been tendered to the
     Corporation) that the claimant has not met the standards of conduct which
     make it permissible under the Nevada General Corporation Law for the
     Corporation to indemnify the claimant for the amount claimed, but the
     burden of proving such defense shall be on the Corporation. Neither the
     failure of the Corporation (including its Board of Directors, independent
     legal counsel, or its stockholders) to have made a determination prior to
     the commencement of such action that indemnification of the claimant is
     proper in the circumstances because he or she has met the applicable
     standard of conduct set forth in the Nevada General Corporation Law, nor an
     actual determination by the Corporation (including its Board of Directors,
     independent legal counsel, or its stockholders) that the claimant has not
     met such applicable standard of conduct, shall be defense to the

                                       20


     action or create a presumption that the claimant has not met the applicable
     standard of conduct.

            (c)   NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
     payment of expenses incurred in defending a proceeding in advance of its
     final disposition conferred in this section shall not be exclusive of any
     other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

            (d)   INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another corporation, partnership, joint venture, trust
     or other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person against
     such expense, liability or loss under the Nevada General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1.   These By-laws may be altered, amended or repealed or new
By-laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal

                                       21


or adoption of new By-laws be contained in the notice of such special meeting.
If the power to adopt, amend or repeal By-laws is conferred upon the Board of
Directors by the Certificate of Incorporation it shall not divest or limit the
power of the stockholders to adopt, amend or repeal By-laws.

                                       22

EX-3.25

                                                                    Exhibit 3.25

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       of

                     PLAYBOY ENTERPRISES INTERNATIONAL, INC.

     The undersigned, being the Executive Vice President, Law and
Administration, General Counsel and Secretary of PLAYBOY ENTERPRISES
INTERNATIONAL, INC. (the "Corporation"), a corporation organized and existing
under the laws of the State of Delaware does hereby certify as follows:

     A.   The name of the Corporation is Playboy Enterprises International, Inc.
The Corporation was originally incorporated under the name HMH Corporation. The
date of filing its original Certificate of Incorporation with the Secretary of
State was May 27, 1964.

     B.   This Amended and Restated Certificate of Incorporation has been duly
adopted in accordance with the provisions of Section 242 and Section 245 of the
General Corporation Law of the State of Delaware (the "General Corporation
Law"). This Amended and Restated Certificate of Incorporation restates and
integrates and further amends the provisions of the Corporation's Restated
Certificate of Incorporation as previously amended and supplemented.

     C.   The text of the Restated Certificate of Incorporation, as previously
amended or supplemented, is hereby amended and restated to read as set forth
below in full:

          1.   NAME. The name of the corporation is Playboy Enterprises
International, Inc.

          2.   ADDRESS: REGISTERED OFFICE AND AGENT. The address of the
Corporation's registered office is 1209 Orange Street, City of Wilmington,
County of New Castle, State of Delaware 19801. The address of the Corporation's
registered agent is The Corporation Trust Company, 1209 Orange Street, City of
Wilmington, County of New Castle, State of Delaware 19801.

          3.   PURPOSES. The purpose of the Corporation is to engage in any
lawful act or activity for which corporation may be organized under the General
Corporation Law.

          4.   NUMBER OF SHARES. The total number of shares of stock that the
Corporation shall have authority to issue is One Thousand (1000), all of which
shall be shares of Common Stock, consisting of One Hundred (100) shares of
Class A Common Stock of the par value of One Center ($.01) per share, and Nine
Hundred shares of Class B Common Stock of the par value of One Cent ($.01) per
share.



          5.   TERM OF COMMON STOCK. Each share of Class A Common Stock and each
share of Class B Common Stock shall have identical powers, preferences,
qualifications, limitations and other rights.

          6.   NAME AND MAILING ADDRESS OF INCORPORATOR. The name and mailing
address of the incorporator are Howard Shapiro, Playboy Enterprises, Inc., 680
North Lake Shore Drive, Chicago, Illinois 60611.

          7.   ELECTION OF DIRECTORS. Members of the Board of Directors of the
Corporation (the "Board) may be elected either by written ballot or by voice
vote.

          8.   LIMITATION OF LIABILITY. No director of the Corporation shall be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, provided that this provision shall
not eliminate or limit the liability of a director (a) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the General Corporation Law
or (d) for any transaction from which the director derived any improper personal
benefits.

     Any repeal of modification of the above provision shall not adversely
affect any right or protection of a director of the Corporation existing at the
time of the repeal or modification.

          9.   INDEMNIFICATION.

               9.1  To the extent not prohibited by taw, the Corporation shall
indemnify any person who is or war made, or threatened to be made, a party to
any threatened, pending or completed action, suit or proceeding (a
"Proceeding"), whether civil, criminal, administrative or investigative,
including, without limitation, an action by or in the right of the Corporation
to procure a judgment in its favor, by reason of the fact that such person, or a
person of whom such person is the legal representative, is or was a director or
officer of the Corporation, or, at the request of the Corporation, is or was
serving as a director or officer of any other corporation or in a capacity with.
comparable authority or responsibilities for any partnership, joint venture,
trust, employee benefit plan or other enterprise (an "Other Entity"), against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees, disbursements and other
charges). Persons who are not directors or officers of the Corporation (or
otherwise entitled to indemnification pursuant to the preceding sentence) may be
similarly indemnified in respect of service to the Corporation or to an Other
Entity at the request of the Corporation to the extent the Board at any time
specifies that such persons are entitled to the benefits of this Section 9.

               9.2  The Corporation shall, from time to time, reimburse or
advance to any director or officer or other person entitled to indemnification
hereunder the funds necessary for payment of expenses, including attorneys' fees
and disbursements, incurred in connection with any Proceeding, in advance of the
final

                                        2


disposition of such Proceeding; PROVIDED, HOWEVER, that, if required by the
General Corporation Law, such expenses incurred by or on behalf of any director
or officer or other person may be paid in advance of the final disposition of a
Proceeding only upon receipt by the Corporation of an undertaking, by or on
behalf of such director or officer (or other person indemnified hereunder), to
repay any such amount so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right of appeal that such
director, officer or other person is not entitled to be indemnified for such
expenses.

               9.3  The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 9
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or reimbursement or advancement of expenses may have or
hereafter be entitled under any statute, this Certificate of Incorporation, the
By-laws of the Corporation (the "By-laws"), any agreement, any vote of
stockholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office.

               9.4  The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 9
shall continue as to a person who has ceased to be a director or officer (or
other person indemnified hereunder) and shall inure to the benefit of the
executors, administrators, legatees and distributees of such person.

               9.5  The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of an Other Entity, against any
liability asserted against such person and incurred by such person in any such
capacity, or arising out of such person's status as such, whether or not the
Corporation would have the power to indemnify such person against such liability
under the provisions of this Section 9, the By-laws or under section 145 of the
General Corporation Law or any other provision of law.

               9.6  The provisions of this Section 9 shall be a contract between
the Corporation, on the one hand, and each director and officer who serves in
such capacity at any time while this Section 9 is in effect end any other person
entitled to indemnification hereunder, on the other hand, pursuant to which the
Corporation and each such director, officer, or other person intend to be, and
shall be, legally bound. No repeal or modification of this Section 9 shall
affect any rights or obligations with respect to any state of facts then or
theretofore existing or thereafter arising or any proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any such state
of facts.

               9.7  The rights to indemnification and reimbursement or
advancement of expenses provided by, or granted pursuant to, this Section 9
shall be enforceable by any person entitled to such indemnification or
reimbursement or advancement of expenses in any court of competent jurisdiction.
The burden of proving

                                        3


that such indemnification or reimbursement or advancement of expenses is not
appropriate shall be on the Corporation. Neither the failure of the Corporation
(including its Board, its independent legal counsel and its stockholders) to
have made a determination prior to the commencement of such action that such
indemnification or reimbursement or advancement of expenses is proper in the
circumstances nor an actual determination by the Corporation (including its
Board, its independent legal counsel and its stockholders) that such person is
not entitled to such indemnification or reimbursement or advancement of expenses
shall constitute a defense to the action or create a presumption that such
person is not so entitled. Such a person shall also be indemnified for any
expenses incurred in connection with successfully establishing his or her right
to such indemnification or reimbursement or advancement of expenses, in whole or
in part, in any such proceeding.

               9.8  Any director or officer of the Corporation serving in any
capacity of (a) another corporation of which a majority of the shares entitled
to vote in the election of its director is held, directly or indirectly, by the
Corporation or (b) any employee benefit plan of the Corporation or any
corporation referred to in clause (a) shall be deemed to be doing so at the
request of the Corporation.

               9.9  Any person entitled to be indemnified or to reimbursement or
advancement of expenses as a matter of right pursuant to this Section 9 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; PROVIDED, HOWEVER, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by the law in effect at the time indemnification or reimbursement or advancement
of expenses is sought.

          10.  ADOPTION, AMENDMENT AND/OR REPEAL OF BY-LAWS. The Board may from
time to time adopt, amend or repeal the By-laws of the Corporation; PROVIDED,
HOWEVER, any By-laws adopted or amended by the Board may be amended or repealed,
and any By-laws may be adopted, by the stockholders of the Corporation by vote
of a majority of the holders of shares of stock of the Corporation entitled to
vote in the election of directors of the Corporation.

                                        4


     WITNESS the signature of this Certificate this 23rd of June, 1999.

                                              /s/ Howard Shapiro
                                              ----------------------------------
                                              Howard Shapiro
                                              Executive Vice President,
                                              Law and Administration,
                                              General Counsel and Secretary

EX-3.26

                                                                    Exhibit 3.26

                     PLAYBOY ENTERPRISES INTERNATIONAL, INC.

                                    * * * * *

                          AMENDED AND RESTATED BY-LAWS

                                    * * * * *

                                    ARTICLE I

                                     OFFICES

          Section 1.  The registered office shall be in the City of Wilmington
County of New Castle, State of Delaware.

          Section 2.  The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may,
from time to time, determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          Section 1.  All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
Board of Directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. Meetings of the stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

          Section 2.  Annual meetings of the stockholders, commencing with the
year 1999, shall be held on November 1st, if not a legal holiday, and if a legal
holiday, then on the next secular day following or at such other date and time
as shall be



designated from time to time by the Board of Directors and stated in the notice
of the meeting, at which they shall elect by a plurality vote a Board of
Directors, and transact such other business as may properly be brought before
the meeting,

          Section 3.  The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present.

          Section 4.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

                                        2


          Section 5.  Whenever stockholders are required or permitted to take
any action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty (60) days before
the date of the meeting, If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation,

          Section 6.  Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

          Section 7.  The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

          Section 8.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented

                                        3


by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
Certificate of Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.

          Section 9.  Unless otherwise provided in the Certificate of
Incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof.

          Section 10. Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                        4


                                   ARTICLE III

                                    DIRECTORS

          Section 1.  The number of directors which shall constitute the whole
board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

          Section 2.  Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced.

          Section 3.  The business of the Corporation shall be managed by, or
under the direction of, its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these By-laws directed or
required to be exercised or done by the stockholders.

          Section 4.  Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.

                                        5


                       MEETINGS OF THE BOARD OF DIRECTORS

          Section 5.  The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

          Section 6.  The first meeting of each newly elected Board of Directors
shall be held without other notice than this by-law, immediately after, and at
the same place, as the annual meeting of stockholders.

          Section 7.  Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

          Section 8.  Special meetings of the Board may be called by the
President on twenty-four (24) hours' notice to each director, either personally
or by mail or by facsimile communication; special meetings shall be called by
the President or Secretary in like manner and on like notice on the written
request of two directors.

          Section 9.  At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third (1/3) of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at my meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

                                        6


          Section 10. Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

          Section 11. Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, members of the Board of Directors, or any
committee thereof, may participate in a meeting, by means of conference via
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

          Section 12. The Board of Directors may, by resolutions passed by a
majority of the whole Board, designated one or more committees, each committee
to consist of one or more of the directors of the Corporation, which, to the
agent provided in the resolution and permitted by law, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation and duly authorize the seal of the corporation to
be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.

                                        7


          Section 13. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

          Section 14. Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor, Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

          Section 15. Unless otherwise restricted by the Certificate of
Incorporation or By-law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to one vote at an election of directors.

                                   ARTICLE IV

                                     NOTICES

          Section 1.  Notice to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at

                                        8


the time when the same shall be mailed. Notice to directors may also be given by
telegram or facsimile.

          Section 2.  Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

          Section 1.  The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these Bylaws otherwise provide.

          Section 2.  The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, one or more
Vice-Presidents, a Secretary and a Treasurer, and may choose one or more
additional Vice-Presidents and one or more Assistant Secretaries and one or more
Assistant Treasurers.

          Section 3.  The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

                                        9


          Section 4.  The Board of Directors shall be responsible for
establishing the compensation and employee benefit policies and programs of the
Corporation.

          Section 5.  The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filed by the Board of Directors.

                                  THE PRESIDENT

          Section 6.  The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

          Section 7.  He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

          Section 8.  In the election of officers, the Board of Directors may
designate one of the Vice-Presidents as Senior Vice President. In the absence or
inability or retail to act of the President, the duties of such office shall be
performed by one of the

                                       10


Vice-Presidents, acting singly in the following order in the absence or
inability or refusal to act of their respective designated predecessors:

                 (a)  The Executive Vice-President, if any;

                 (b)  The Senior Vice-Presidents, if any, in the order
     designated by the Board of Directors or, in the absence of any designation,
     then in the order of their election;

                 (c)  All other Vice-Presidents in the order designated by the
     Board of Directors or, in the absence of any designation then in the order
     of their election.

          Each Vice-President, when performing the duties of the President,
shall have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall perform such
other duties as may be assigned to him from time to time by the President or by
the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

          Section 9.  The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be

                                       11


prescribed by the Board of Directors or President, under whose supervision he
shall be. He shall have custody of the corporate seal of the Corporation and he,
or an Assistant Secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his signature
or by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature.

          Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

          Section 11. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

          Section 12. He, shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when

                                       12


the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.

          Section 13. If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

          Section 14. The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the Treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

                                   ARTICLE VI

                             CERTIFICATES FOR SHARES

          Section 1.  Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, the President or Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary of the Corporation,
certifying the number of shares represented by such certificate owned by him in
the Corporation.

                                       13


          Section 2.  Any or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who have signed or
whose facsimile signature or signatures have been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate or certificates is issued, it may be issued by the Corporation with
the same effect as if he were such officer, transfer agent or registrar at the
date of issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

          Section 3.  The Board of Directors may direct a new certificate or
certificates or uncertified shares to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the, Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                TRANSFER OF STOCK

          Section 4.  Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the

                                       14


Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

          Section 5.  In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting, provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                             REGISTERED STOCKHOLDERS

          Section 6.  The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                       15


                                   ARTICLE VII

                               GENERAL PROVISIONS
                                    DIVIDENDS

          Section 1.  Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash in property, or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation.

          Section 2.  Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve, in the
manner in which it was created.

                                     CHECKS

          Section 3.  All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   FISCAL YEAR

          Section 4.  The fiscal year of the Corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the Board of
Directors.

                                       16


                                      SEAL

          Section 5.  The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 6.

                 (a)  RIGHT TO INDEMNIFICATION. Each person who was or is made a
     party or is threatened to be made a party to or is involved in any action,
     suit or proceedings whether civil, criminal, administrative or
     investigative (hereinafter a "Proceeding"), by reason of the fact that he
     or she, or a person of whom he or she is the legal representative, is or
     was a director or officer of the Corporation as a director, officer,
     employee or agent of another corporation or of a partnership, joint
     venture, trust or other enterprise, including service with respect to
     employee benefit plans, whether the basis of such proceeding is alleged
     action in an official capacity as a director, officer, employee or agent or
     in any other capacity while seeking as a director, officer, employee or
     agent, shall be indemnified and held harmless by the Corporation to the
     fullest extent authorized by the Delaware General Corporation Law, as the
     same exists or may hereafter be amended (but, in the case of any such
     amendment, only to the extent that such amendment permits the Corporation
     to provide broader indemnification rights than said law permitted the
     Corporation to provide prior to such amendment) against all expense,
     liability and loss (including attorneys' fees, judgments, fines, ERISA
     excise taxes or

                                       17


     penalties and amount paid to be paid in settlement) reasonably incurred or
     suffered by such person in connection therewith and such indemnification
     shall continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of his or her heirs,
     executors and administrators; provided, however, that except as provided in
     Paragraph (b) hereof, the Corporation shall indemnify any such person
     seeking indemnification in connection with a proceeding (or part thereof)
     initiated by such person only if such proceeding (or part thereto was
     authorized by the Board of Directors of the Corporation). The right to
     indemnifications conferred in this section shall be contract right and
     shall include the right to be paid by the Corporation the expenses incurred
     in defending any such proceeding in advance of its final disposition;
     PROVIDED, HOWEVER, that if the Delaware General Corporation Law requires,
     the payment of such expenses incurred by a director or officer in his other
     capacity as a director or officer (and not in any other capacity in which
     service was or is rendered by such person while a director or officer
     including, without limitation, service to an employee benefit plan) in
     advance of the final disposition of a proceeding, shall be made only up
     delivery to the Corporation of an undertaking, by or on behalf of such
     director or officer, to repay all amounts so advance if it shall ultimately
     be determined that such director or officer is not entitled to be
     indemnified under this Section or otherwise.

                 (b)  RIGHT TO CLAIMANT TO BRING SUIT. If a claim under
     Paragraph (a) of this Section is not paid in full by the Corporation within
     ninety (90) days after a written claim has been received by the
     Corporation, the claimant may at

                                       18


     any time thereafter bring suit against the Corporation to recover the
     unpaid amount of the claim and, if successful in whole or in part, the
     claimant shall be entitled to be paid also the expense of prosecuting such

                 (c)  INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another corporation, partnership, joint venture, trust
     or other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person against
     such expense, liability or loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

          Section 1.  These By-laws may be altered, amended or repealed or new
By-laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeat or adoption of new
By-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal By-laws is conferred upon the Board of Directors by the
Certificate of Incorporation it shall not divest or limit the power of the
stockholder to adopt, amend or repeal By-laws.

                                       19

EX-3.27

                                                                    Exhibit 3.27

                          CERTIFICATE OF INCORPORATION

                                       OF

                          ALTA LOMA ENTERTAINMENT, INC.

1.   The name of the Corporation is ALTA LOMA ENTERTAINMENT, INC.

2.   The address of its registered office in the state of Delaware is
     Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
     County of New Castle. The name of its registered agent at such address is
     The Corporation Trust Company.

3.   The nature of the business or purposes to be conducted or promoted is:

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of every class and
description.

     To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.

     To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation protection improvement and enhancement in value
thereof.



     To borrow or raise money for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.

     In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this Certificate of Incorporation together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the corporation.

     The business and purposes specified in the foregoing clauses shall, except
where otherwise express, be in nowise limited or restricted by reference to, or
inference from, the terms of any other clause in this Certificate of
Incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent business and purposes.

4.   The total number of shares of stock which the corporation shall have the
     authority to issue is:

               1,000 - $.01 par value

     At all elections of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected by him, and he may cast all of such votes for
a single director or may distribute them among the number to be voted for, or
for any two or more of them as he may see fit.



5.   The name and mailing address of each incorporator is as follows:



     NAME                               MAILING ADDRESS
     ----                               ---------------
                                     
     Playboy Enterprises                680 N. Lake Shore Drive
      International, Inc.               Chicago, Illinois 60611


     The name and mailing address of each person who is to serve as a director
     until the first annual meeting of the stockholders or until a successor is
     elected and qualified, is as follows:



     NAME                               MAILING ADDRESS
     ----                               ---------------
                                     
     Christie Hefner                    680 N. Lake Shore Drive
                                        Chicago, Illinois 60611

     Richard Rosenzweig                 10236 Charing Cross Road
                                        Los Angeles, California 90024

     Howard Shapiro                     680 N. Lake Shore Drive
                                        Chicago, Illinois 60611


6.   The corporation is to have perpetual existence.

7.   In furtherance and not in limitation of the powers conferred by statute,
     the Board of Directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     To designate one or more committees, each committee to consist of one or
more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The by-laws may provide
that in the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the corporation,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require



it; but no such committee shall have the power or authority in reference to the
following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval or (ii) adopting,
amending or repealing any by-law of the corporation.

     When and as authorized by the stockholders in accordance with law, to sell,
lease or exchange all or substantially all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.

8.   Elections of directors need not be by written ballot unless the by-laws of
     the corporation shall so provide.

     Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

     Whenever a compromise or arrangement proposed between this corporation and
its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

9.   The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.



10.  A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does make this Certificate, hereby declaring and certifying that this
is its act and deed and the facts herein stated are true, and accordingly have
hereunto set our hands this 29th day of August, 2001.

                                   PLAYBOY ENTERPRISES
                                   INTERNATIONAL, INC.


                                   By: /s/ Howard Shapiro
                                       -----------------------------
                                           Howard Shapiro
                                           Executive Vice President,
                                           Law and Administration,
                                           General Counsel and Secretary

EX-3.28

                                                                    Exhibit 3.28

                          ALTA LOMA ENTERTAINMENT, INC.

                                    * * * * *

                                  B Y - L A W S

                                    * * * * *

                                    ARTICLE I

                                     OFFICES

     Section 1.   The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

     Section 2.   The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may,
from time to time, determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.   All meetings of the stockholders for the election of directors
shall be held at such place as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Meetings of the stockholders for any other purpose
may be held at such time and place, within or without the State of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

     Section 2.   Annual meetings of the stockholders, commencing with the year
2002, shall be held on May 1st, if not a legal holiday, and if a legal holiday,
then on the next secular day following, or at such other date and time as shall
be designated from time to time by the Board of



Directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.

     Section 3.   The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

     Section 4.   Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     Section 5.   Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty (60) days before
the date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

                                        2


     Section 6.   Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 7.   The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

     Section 8.   When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

     Section 9.   Unless otherwise provided in the Certificate of Incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of capital stock having voting power
held by such stockholder, but no proxy shall be valid unless it provides that it
may only be voted on at a specific meeting of stockholders or any adjournment or
adjournments thereof.

     Section 10.  Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing,

                                        3


setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     Section 1.   The number of directors which shall constitute the whole board
shall be such number, not less than one nor more than four, as may be determined
from time to time by resolution duly adopted by the Board of Directors. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.

     Section 2.   Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced.

     Section 3.   The business of the Corporation shall be managed by, or under
the direction of, its Board of Directors which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or
by the Certificate of Incorporation or by these By-laws directed or required to
be exercised or done by the stockholders.

                                        4


     Section 4.   Unless otherwise provided by the Certificate of Incorporation
or by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares then entitled to vote at
an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 5.   The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 6.   The first meeting of each newly elected Board of Directors
shall be held without other notice than this bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

     Section 7.   Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

     Section 8.   Special meetings of the Board may be called by the President
on twenty-four (24) hours' notice to each director, either personally or by mail
or by facsimile communication; special meetings shall be called by the President
or Secretary in like manner and on like notice on the written request of two
directors.

     Section 9.   At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third (1/3) of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation.

     If a quorum shall not be present at any meeting of the Board of Directors,
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

                                        5


     Section 10.  Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

     Section 11.  Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, members of the Board of Directors, or any
committee thereof, may participate in a meeting, by means of conference via
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

     Section 12.  The Board of Directors may, by resolutions passed by a
majority of the whole Board, designated one or more committees, each committee
to consist of one or more of the directors of the Corporation, which, to the
extent provided in the resolution and permitted by law, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation and may authorize the seal of the corporation to
be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.

     Section 13.  Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                                        6


                            COMPENSATION OF DIRECTORS

     Section 14.  Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

     Section 15.  Unless otherwise restricted by the Certificate of
Incorporation or By-law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to one vote at an election of directors.

                                   ARTICLE IV

                                     NOTICES

     Section 1.   Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     Section 2.   Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing,

                                        7


signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     Section 1.   The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-laws otherwise provide.

     Section 2.   The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, one or more Vice-Presidents, a
Secretary and a Treasurer, and may choose one or more additional Vice-Presidents
and one or more Assistant Secretaries and one or more Assistant Treasurers.

     Section 3.   The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

     Section 4.   The Board of Directors shall be responsible for establishing
the compensation and employee benefit policies and programs of the Corporation.

     Section 5.   The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                        8


                                  THE PRESIDENT

     Section 6.   The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

     Section 7.   He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

     Section 8.   In the election of officers, the Board of Directors may
designate one of the Vice-Presidents as Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice-Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

            (a)   The Executive Vice-President, if any;

            (b)   The Senior Vice-Presidents, if any, in the order designated by
     the Board of Directors or, in the absence of any designation, then in the
     order of their election;

            (c)   All other Vice-Presidents in the order designated by the Board
     of Directors or, in the absence of any designation, then in the order of
     their election.

     Each Vice-President, when performing the duties of the President, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall

                                        9


perform such other duties as may be assigned to him from time to time by the
President or by the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.   The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

     Section 10.  The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                       10


                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11.  The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     Section 12.  He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     Section 13.  If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

     Section 14.  The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                                       11


                                   ARTICLE VI

                             CERTFICATES FOR SHARES

     Section 1.   Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, the President or Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary of the Corporation,
certifying the number of shares represented by such certificate owned by him in
the Corporation.

     Section 2.   Any or all the signatures on a certificate may be facsimile.
In case any officer, transfer agent or registrar who have signed or whose
facsimile signature or signatures have been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
or certificates is issued, it may be issued by the Corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     Section 3.   The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                       12


                                TRANSFER OF STOCK

     Section 4.   Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

     Section 5.   In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting: provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                             REGISTERED STOCKHOLDER

     Section 6.   The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such

                                       13


share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1.   Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

     Section 2.   Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3.   All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                       14


                                   FISCAL YEAR

     Section 4.   The fiscal year of the Corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the Board of
Directors.

                                      SEAL

     Section 5.   The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                          INDEMNIFICATION OF DIRECTORS
                                  AND OFFICERS

     Section 6.

            (a)   RIGHT TO INDEMNIFICATION. Each person who was or is made a
     party or is threatened to be made a party to or is involved in any action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative (hereinafter a "Proceeding"), by reason of the fact that he
     or she, or a person of whom he or she is the legal representative, is or
     was a director or officer of the Corporation as a director, officer,
     employee or agent of another corporation or of a partnership, joint
     venture, trust or other enterprise, including service with respect to
     employee benefit plans, whether the basis of such proceeding is alleged
     action in an official capacity as a director, officer, employee or agent or
     in any other capacity while serving as a director, officer, employee or
     agent,

                                       15


     shall be indemnified and held harmless by the Corporation to the fullest
     extent authorized by the Delaware General Corporation Law, as the same
     exists or may hereafter be amended (but, in the case of any such amendment,
     only to the extent that such amendment permits the Corporation to provide
     broader indemnification rights than said law permitted the Corporation to
     provide prior to such amendment) against all expense, liability and loss
     (including attorneys' fees, judgments, fines, ERISA excise taxes or
     penalties and amount paid to be paid in settlement) reasonably incurred or
     suffered by such person in connection therewith and such indemnification
     shall continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of his or her heirs,
     executors and administrators; provided, however, that except as provided in
     Paragraph (b) hereof, the Corporation shall indemnify any such person
     seeking indemnification in connection with a proceeding (or part thereof)
     initiated by such person only if such proceeding (or part thereof) was
     authorized by the Board of Directors of the Corporation. The right to
     indemnification conferred in this section shall be contract right and shall
     include the right to be paid by the Corporation the expenses incurred in
     defending any such proceeding in advance of its final disposition;
     provided, however, that if the Delaware General Corporation Law requires,
     the payment of such expenses incurred by a director or officer in his other
     capacity as a director or officer (and not in any other capacity in which
     service was or is rendered by such person while a director or officer
     including, without limitation, service to an employee benefit plan) in
     advance of the final disposition of a proceeding, shall be made only upon
     delivery to the Corporation of an undertaking, by or on behalf of such
     director or officer, to repay all amounts so advance if it shall ultimately
     be determined that such director or officer is not entitled to be
     indemnified under this Section or otherwise.

            (b)   RIGHT TO CLAIMANT TO BRING SUIT. If a claim under
     Paragraph (a) of this Section is not paid in full by the Corporation within
     ninety (90) days after a written claim

                                       16


     has been received by the Corporation, the claimant may at any time
     thereafter bring suit against the Corporation to recover the unpaid amount
     of the claim and, if successful in whole or in part, the claimant shall be
     entitled to be paid also the expense of prosecuting such claim. It shall be
     a defense to any such action (other than an action brought to enforce a
     claim for expenses incurred in defending any proceeding in advance of its
     final disposition where the required undertaking, if any is required, has
     been tendered to the Corporation) that the claimant has not met the
     standards of conduct which make it permissible under the Delaware General
     Corporation Law for the Corporation to indemnify the claimant for the
     amount claimed, but the burden of proving such defense shall be on the
     Corporation. Neither the failure of the Corporation (including its Board of
     Directors, independent legal counsel, or its stockholders) to have made a
     determination prior to the commencement of such action that indemnification
     of the claimant is proper in the circumstances because he or she has met
     the applicable standard of conduct set forth in the Delaware General
     Corporation Law, nor an actual determination by the Corporation (including
     its Board of Directors, independent legal counsel, or its stockholders)
     that the claimant has not met such applicable standard of conduct, shall be
     defense to the action or create a presumption that the claimant has not met
     the applicable standard of conduct.

            (c)   NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
     payment of expenses incurred in defending a proceeding in advance of its
     final disposition conferred in this section shall not be exclusive of any
     other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

            (d)   INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another

                                       17


     corporation, partnership, joint venture, trust or other enterprise against
     any such expense, liability or loss, whether or not the Corporation would
     have the power to indemnify such person against such expense, liability or
     loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1.   These By-laws may be altered, amended or repealed or new
By-laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal By-laws is conferred upon the Board of Directors by the
Certificate of Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal By-laws.

                                       18

EX-3.29

                                                                    Exhibit 3.29

BCA-2.10 (REV. JUL. 1984)                                         File #

                                    JIM EDGAR
                               SECRETARY OF STATE
                                STATE OF ILLINOIS

                            ARTICLES OF INCORPORATION

    ____ in Duplicate                                     This Space For Use By
                                                           Secretary of State
Payment must by made by
Certified Check, Cashier's                           Date 7-30-87
Check, Illinois Attorney's
Check, Illinois C.P.A. Check or                      License Fee      $   5.00
Money Lender, payable to                             Franchise Tax    $  25.00
"SECRETARY OF STATE".                                Filing Fee       $  75.00
                                                                      --------

     DO NOT SEND CASH!                               Clerk            $ 105.00

Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned incorporator(s) hereby adopt the following Articles of
Incorporation.

ARTICLE ONE    The name of the corporation is
                                  CRITIC'S CHOICE VIDEO, INC.
               -----------------------------------------------------------------
               (SHALL CONTAIN THE WORD "CORPORATION", "COMPANY", "INCORPORATED",

               -----------------------------------------------------------------
                            "LIMITED", OR AN ABBREVIATION THEREOF)

ARTICLE TWO    The name and address of the initial registered agent and its
               registered office are:

               Registered Agent
                                      Michael            J.     Freed
                            ----------------------------------------------------
                            FIRST NAME          MIDDLE NAME     LAST NAME

               Registered Office
                                   200 North LaSalle Street, Suite 2100
                            ----------------------------------------------------
                            NUMBER         STREET          SUITE # (A.P.O. BOX
                                                           ALONE IS NOT
                                                           ACCEPTABLE)

                                   Chicago           60601     Cook
                            ----------------------------------------------------
                            CHICAGO          ZIP CODE          COUNTY

ARTICLE THREE  The purpose or purposes for which the corporation is organized
               are:
                       If not sufficient to cover this point, add one or more
                       sheets of this size.

               See attached Exhibit "A"

ARTICLE FOUR   Paragraph 1: The authorized shares will be:

                    CLASS    *PAR VALUE PER SHARE    NUMBER OF SHARES AUTHORIZED
               -----------------------------------------------------------------
                   COMMON             NPV                     10,000
               -----------------------------------------------------------------

               -----------------------------------------------------------------

               -----------------------------------------------------------------

               Paragraph 2: The preferences, qualifications, limitations,
               restrictions and the special or relative rights in respect of the
               shares of each class are:

                       If not sufficient to cover this point, add one or more
                       sheets of this size.

               Not Applicable.

- ----------
*    A DECLARATION AS TO A "PAR VALUE" IS OPTIONAL. THIS SPACE MAY BE MARKED
"N/A" WHEN NO REFERENCE TO A PAR VALUE IS DESIRED.



ARTICLE FIVE   The number of shares to be issued initially, and the
               consideration to be received by the corporation therefor, are:



                         *PAR VALUE     NUMBER OF SHARES    CONSIDERATION TO BE
                CLASS    PER SHARE   PROPOSED TO BE ISSUED   RECEIVED THEREFOR
               -----------------------------------------------------------------
                                                   
               COMMON       NPV              1,000             $  10,000.00
               -----------------------------------------------------------------
                                                               $
               -----------------------------------------------------------------
                                                               $
               -----------------------------------------------------------------
                                                               $
               -----------------------------------------------------------------
5475-247-4                                           TOTAL     $  10,000.00
                                                               -----------------


ARTICLE SIX    OPTIONAL
               The number of directors constituting the initial board of
               directors of the corporation is _____, and the name and addresses
               of the persons who are to serve as directors until the first
               annual meeting of shareholders or until their successors be
               elected and qualify are:

                           NAME                   RESIDENTIAL ADDRESS
               -----------------------------------------------------------------

               -----------------------------------------------------------------

               -----------------------------------------------------------------

               -----------------------------------------------------------------

ARTICLE SEVEN  OPTIONAL
               (a)  It is estimated that the value of all         $ ____________
                    property to be owned by the corporation for
                    the following year wherever located will be:

               (b)  It is estimated that the value of the         $ ____________
                    property to be located within the State of
                    Illinois during the following year will be:

               (c)  It is estimated that the gross amount of      $ ____________
                    business which will be transacted by the
                    corporation during the following year will
                    be:

               (d)  It is estimated that the gross amount of      $ ____________
                    business which will be transacted from
                    places of business in the State of Illinois
                    during the following year will be:

ARTICLE EIGHT  OTHER PROVISIONS
               ATTACH A SEPARATE SHEET OF THIS SIZE FOR ANY OTHER PROVISION TO
               BE INCLUDED IN THE ARTICLES OF INCORPORATION, E.G., AUTHORIZING
               PRE-EMPTIVE RIGHTS; DENYING CUMULATIVE VOTING; REGULATING
               INTERNAL AFFAIRS; VOTING MAJORITY REQUIREMENTS; FIXING A DURATION
               OTHER THAN PERPETUAL, ETC.

                            NAMES & ADDRESSES OF INCORPORATORS
     The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.
Date: July 27, 1987

                SIGNATURES AND NAMES                 POST OFFICE ADDRESS
1.  /s/ Michael J. Freed                     1. 200 N. LaSalle St., Ste 2100
    ---------------------------------------     --------------------------------
                   SIGNATURE                              STREET

    Michael J. Freed                            Chicago       IL           60601
    ---------------------------------------     --------------------------------
     NAME (PLEASE PRINT)                        CITY/TOWN    STATE           ZIP
2.                                           2.
                                                --------------------------------
                   SIGNATURE                              STREET

    ---------------------------------------     --------------------------------
     NAME (PLEASE PRINT)                        CITY/TOWN    STATE           ZIP
                                             3.
3.                                              --------------------------------
                                                          STREET
                   SIGNATURE
                                                --------------------------------
    ---------------------------------------     CITY/TOWN    STATE           ZIP
     NAME (PLEASE PRINT)

- ----------
*    A DECLARATION AS TO A "PAR VALUE" IS OPTIONAL. THIS SPACE MAY BE MARKED
"N/A" WHEN NO REFERENCE TO A PAR VALUE IS DESIRED.



(SIGNATURES MUST BE IN INK ON ORIGINAL DOCUMENT. CARBON COPY, XEROX OR RUBBER
STAMP SIGNATURES MAY ONLY BE USED ON CONFORMED COPIES.)
NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
President or Vice-President and verified by him, and attested by its Secretary
or an Assistant Secretary.



                                   EXHIBIT "A"

     To utilize a mail order business to promote, market and sell video tapes,
recorders, related equipment and accessories.

     To acquire, own, use, lease as lessor or lessee, convey and otherwise deal
in and with real property and any interest therein.

     To buy, sell, franchise, own, use, lease as lessor or lessee, convey and
deal in and with goods, wares and merchandise of every class and description and
to carry on a general manufacturing and merchandising business.

     To transact any and all lawful business for which a corporation may be
organized under the Illinois Business Corporation Act.



                                    JIM EDGAR
                               SECRETARY OF STATE
                                STATE OF ILLINOIS

                              ARTICLES OF AMENDMENT

ARTICLE ONE    The name of the corporation is CRITIC'S CHOICE VIDEO, INC.
                                                                        (NOTE 1)

ARTICLE TWO    The following amendment of the Articles of Incorporation was
               adopted on OCTOBER 26, 1988 in the manner indictated below ("X"
               one box only)

           [ ] By a majority of the incorporators, provided no directors were
               named in the articles of incorporation and no directors have been
               elected, or by a majority of the board of directors, in
               accordance with Section 10.10, the corporation having issued no
               shares as of the time of adoption of this amendment.
                                                                        (NOTE 2)

           [ ] By a majority of the board of directors, in accordance with
               Section 10.15, shares having been issued but shareholder action
               not being required for the adoption of the amendment.
                                                                        (NOTE 3)

           [ ] By the shareholders, in accordance with Section 10.20, a
               resolution of the board of directors having been duly adopted and
               submitted to the shareholders. At a meeting of shareholders, not
               less than the minimum number of votes required by statute and by
               the articles of incorporation were voted in favor of the
               amendment.
                                                                        (NOTE 4)

           [ ] By the shareholders, in accordance with Sections 10.20 and 7.10,
               a resolution of the board of directors having been duly adopted
               and submitted to the shareholders. A consent in writing has been
               signed by shareholders having not less than the minimum number of
               votes required by statute and by the articles of incorporation.
               Shareholders who have not consented in writing have been given
               notice in accordance with Section 7.10.
                                                                        (NOTE 4)

          [XX] By the shareholders, in accordance with Sections 10.20 and 7.10,
               a resolution of the board of directors have been duly adopted and
               submitted to the shareholders. A consent in writing has been
               signed by all the shareholders to vote on this amendment.
                                                                        (NOTE 4)

                          (INSERT AMENDMENT) See Page 2

(ANY ARTICLE BEING AMENDED IS REQUIRED TO BE SET FORTH IN ITS ENTIRETY.)
(SUGGESTED LANGUAGE FOR AN AMENDMENT TO CHANGE THE CORPORATE NAME IS: RESOLVED,
THAT THE ARTICLES OF INCORPORATION BE AMENDED TO READ AS FOLLOWS:)

                           CRITICS' CHOICE VIDEO, INC.
- --------------------------------------------------------------------------------
                                   (NEW NAME)

                 All changes other than name, include on page 2
                                     (over)



                                     PAGE 2
                                   RESOLUTION

     RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by amending Article 1., which Article shall read in its entirety as
follows:

     "1. The name of the Corporation is CRITICS' CHOICE VIDEO, INC."


                                     PAGE 3

ARTICLE THREE  The manner in which any exchange reclassification or cancellation
               of issued shares or a reduction of the number of authorized
               shares of any class below the number of issued shares of that
               class provided for or effected by this amendment is as follows:
               (IF NOT APPLICABLE, INSERT "NO CHANGE")

                       NO CHANGE

ARTICLE FOUR   (a) The manner in which said attachment affects a change in the
               amount of paid-in capital (Paid-in Capital replaces the terms
               Stated Capital and Paid-in Surplus and is equal to the total of
               these accounts) is as follows (IF NOT APPLICABLE, INSERT "NO
               CHANGE")

                       NO CHANGE

               (b) The amount of paid-in capital (Paid-in Capital replaces the
               terms Stated Capital and Paid-in Surplus and is equal to the
               total of these accounts) as changed by this amendment as follows
               (IF NOT APPLICABLE, INSERT "NO CHANGE")

                       NO CHANGE

                                              Before Amendment   After Amendment
                           Paid-in Capital    $ ______________   $ _____________

                       (Complete either Item 1 or 2 below)

(1) The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.

Dated October 27, 1988                   CRITIC'S CHOICE VIDEO, INC.
                                         -------------------------------------
                                              (EXACT NAME OF CORPORATION)

                                                                    
attested by  /s/ Howard Shapiro                                        by   /s/ James P. Radtke
             ---------------------------------------                        ---------------------------------------------
                (SIGNATURE OF SECRETARY OR ASSISTANT SECRETARY)               (SIGNATURE OF PRESIDENT OR VICE PRESIDENT)

             Howard Shapiro, Vice President & Assistant Secretary           James P. Radtke, Vice President & Assistant
             -----------------------------------------------------          -------------------------------------------
                      (TYPE OR PRINT NAME AND TITLE)                       Treasurer
                                                                           ----------------
                                                                                      (TYPE OR PRINT NAME AND TITLE)



(2) If amendment is authorized by the incorporators, the incorporators must sign
below.

                                       OR

If amendment is authorized by the directors and there are no officers, then a
majority of the directors or such directors as may be designated by the board,
must sign below.

The undersigned affirms, under penalties of perjury, that the facts stated
herein are true.

Dated                  , 19



Form BCA-5.10                     STATEMENT OF CHANGE
  NFP-105.10                      OF REGISTERED AGENT
                                AND/OR REGISTERED OFFICE       File #
- --------------------------------------------------------------------------------
      (Rev. Jan. 1991)                                      SUBMIT IN DUPLICATE
George H. Ryan                                             This space for use by
Secretary of State                                           Secretary of State
Department of Business Services                         Date
Springfield, IL 62756
Telephone (217) 782-6961                                Filing Fee           $5
REMIT PAYMENT IN CHECK OR MONEY
ORDER, PAYABLE TO "SECRETARY OF STATE"                  Approved

1.  CORPORATE NAME: Critics' Choice Video, Inc.

2.  STATE OF COUNTRY OF INCORPORATION: Illinois

3.  Name and address of the registered agent and registered office as they
    appear on the records of the office of the Secretary of State (BEFORE
    CHANGE):
      Registered Agent The Prentice-Hall Corporation System, Inc.
                      ----------------------------------------------------------
                          FIRST NAME              MIDDLE NAME      LAST NAME
      Registered Office 33 North LaSalle St.
                       ---------------------------------------------------------
                           NUMBER                   STREET         SUITE NO.
                                                                   (A.P.O. BOX
                                                                   ALONE IS NOT
                                                                   ACCEPTABLE)

                        Chicago, IL 60602                        Cook
                       ---------------------------------------------------------
                           CITY                     ZIP CODE         COUNTY

4.  Name and address of the registered agent and registered office shall be
    (AFTER ALL CHANGES HEREIN REPORTED):

      Registered Agent                  C T CORPORATION SYSTEM
                      ----------------------------------------------------------
                          FIRST NAME          MIDDLE NAME            LAST NAME

      Registered Office c/o C T Corporation System, 208 S. La Salle Street
                       ---------------------------------------------------------
                           NUMBER               STREET             SUITE NO.
                                                                   (A.P.O. BOX
                                                                   ALONE IS NOT
                                                                   ACCEPTABLE)

                        Chicago                 60604              Cook
                       ---------------------------------------------------------
                         CITY                  ZIP CODE               COUNTY

5.  The address of the registered office and the address of the business office
    of the registered agent, as changed, will be identical.

6.  The above change was authorized by: ("X" ONE BOX ONLY)
       a. /X/ By resolution duly adopted by the board of directors. (NOTE 5)
       b. / / By action of the registered agent.                        (NOTE 6)

NOTE: When the registered agent changes, the signatures of both President and
Secretary are required.



7.  (IF AUTHORIZED BY THE BOARD OF DIRECTORS, SIGN HERE. SEE NOTE 5)

      The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.

Dated MAY 20, 1994                            PLAYBOY PREFERRED, INC.
                                              ----------------------------------

                                                                  
attested by /s/ Irma Villarreal                                      By /s/ Howard Shapiro
           -------------------------------------------------            -------------------------------------------------------
             (SIGNATURE OF SECRETARY OR ASSISTANT SECRETARY)                  (SIGNATURE OF PRESIDENT OR VICE PRESIDENT)

            Irma Villarreal, Secretary                                Howard Shapiro, Vice President
           ------------------------------------------------          ---------------------------------------------------------
                    (TYPE OR PRINT NAME AND TITLE)                              (TYPE OR PRINT NAME AND TITLE)



(IF CHANGE OF REGISTERED OFFICE BY REGISTERED AGENT, SIGN HERE. SEE NOTE 6)
   The undersigned, under penalties of perjury, affirms that the facts stated
herein are true.

Dated                      1994       ------------------------------------------
      --------------------   --        (SIGNATURE OF REGISTERED AGENT OF RECORD)

                                        2


                                                                          
Form BCA-10.30                       ARTICLES OF AMENDMENT                          File #5475-247-4
(Rev. Jan. 1999)

Jesse White                          FILED                                           SUBMIT IN DUPLICATE
Secretary of State                   OCT 19 2000      PAID                          THIS SPACE FOR USE BY
Department of Business Services                     OCT 19 2000                       SECRETARY OF STATE
Springfield, IL 62756
Telephone (217) 782-1832                                                        Date                 10-18-00

                                     JESSIE WHITE                               Franchise Tax        $
Remit payment in check or money      SECRETARY OF STATE                         Filing Fee*          $25.00
order, payable to "Secretary of                     Expedited Services          Penalty
State."                                                                         Approved: /s/ JK

The filing fee for restated
articles of amendment - $100.00

http://www.sos.state.il.us



1.   CORPORATE NAME: CRITICS' CHOICE VIDEO, INC.
                     -----------------------------------------------------------
                                                                    (Note 1)

2.   MANNER OF ADOPTION OF AMENDMENT:
          The following amendment of the Articles of Incorporation was adopted
          on October 17 , 2000 in the manner indicated below. ("X" one box only)
             -----------  ------
            (Month & Day) (Year)

     -    By a majority of the incorporators, provided no directors were named
          in the articles of incorporation and no directors have been elected;
                                                                    (Note 2)

     -    By a majority of the board of directors, in accordance with
          Section 10.10, the corporation having issued no shares as of the time
          of adoption of this amendment;
                                                                    (Note 2)

     -    By a majority of the board of directors, in accordance with
          Section 10.15, shares having been issued but shareholder action not
          being required for the adoption of the amendment;
                                                                    (Note 3)

     -    By the shareholders, in accordance with Section 10.20, a resolution of
          the board of directors having been duly adopted and submitted to the
          shareholders. At a meeting of shareholders, not less than the minimum
          number of votes required by statute and by the articles of
          incorporation were voted in favor of the amendment;
                                                                    (Note 4)

     -    By the shareholders, in accordance with Sections 10.20 and 7.10, a
          resolution of the board of directors having been duly adopted and
          submitted to the shareholders. A consent in writing has been signed by
          shareholders having not less than the minimum number of votes required
          by statute and by the articles of incorporation. Shareholders who have
          not consented in writing have been given notice in accordance with
          Section 7.10;
                                                                    (Notes 4&5)

    /X/   By the shareholders, in accordance with Sections 10.20 and 7.10, a
          resolution of the board of directors having been duly adopted and
          submitted to the shareholders. A consent in writing has been signed by
          all the shareholders entitled to vote on this amendment;
                                                                    (Note 5)

3.   TEXT OF AMENDMENT:

     a.   When amendment effects a name change, insert the corporate name below.
          Use Page 2 for all others amendments.

          Article 1: The name of the corporation is:

COLLECTORS' CHOICE MUSIC HOLDINGS. INC.
- --------------------------------------------------------------------------------
                                   (NEW NAME)

                 All changes other than name, include on page 2
                                     (over)



                                TEXT OF AMENDMENT

(IF AMENDMENT AFFECTS THE CORPORATE PURPOSE, THE AMENDED PURPOSE IS REQUIRED TO
BE SET FORTH IN ITS ENTIRETY. IF THERE IS NOT SUFFICIENT SPACE TO DO SO, ADD ONE
OR MORE SHEETS OF THIS SIZE.)

To operate a direct marketing business (including catalogs, websites and future
technology) relating to music.

To acquire, own, use, lease as lessor or lessee, convey and otherwise deal in
and with real property and any interest therein.

To buy, sell, franchise, own, use, lease as lessor or lessee, convey and deal in
and with goods, wares and merchandise of every class and description and to
carry on a general manufacturing and merchandising business.

To transact any and all lawful business for which a corporation may be organized
under the Illinois Business Corporation Act.



4.   The manner, if not set forth in Article 3b, in which any exchange,
          reclassification or cancellation of issued shares or a reduction of
          the number of authorized shares of any class below the number of
          issued shares of that class, provided for or affected by this
          amendment, is as follows: (IF NOT APPLICABLE, INSERT "NO CHANGE")

     No change.

5.   (a)  The manner,  if not set forth in Article  3b, in which said  amendment
          effects a change in the amount of paid-in capital (Paid-in capital
          replaces the terms Stated Capital and Paid-in Surplus and is equal to
          the total of these accounts) is as follows: (IF NOT APPLICABLE, INSERT
          "NO CHANGE")

     No change.
     (b) The amount of paid-in capital (Paid-in Capital replaces the terms
     Stated Capital and Paid-in Surplus and is equal to the total of these
     accounts) as changed by this amendment is as follows: (IF NOT APPLICABLE,
     INSERT "NO CHANGE")

                                         Before Amendment    After Amendment
                                         ----------------    ---------------

                      Paid-in Capital    $ No Change          $ No Change
                                           --------------       --------------

    (COMPLETE EITHER ITEM 6 OR 7 BELOW. ALL SIGNATURES MUST BE IN BLACK INK.)

6.   The  undersigned  corporation has caused this statement to be signed by its
          duly authorized officers, each of whom affirms, under penalties of
          perjury, that the facts stated herein are true.
Dated October 17, 2000                              Critics' Choice Video, Inc.

                                                              
attested by /s/ Robert D. Campbell
            -----------------------------------------------      -----------------------------------------------------------
           (SIGNATURE OF SECRETARY OR ASSISTANT SECRETARY)             (EXACT NAME OF CORPORATION AT DATE OF EXECUTION)

             Robert Campbell, Assistant Secretary                by /s/ Howard Shapiro
         --------------------------------------------------         --------------------------------------------------------
                  (TYPE OR PRINT NAME AND TITLE)                            (SIGNATURE OF PRESIDENT OR VICE PRESIDENT)

                                                                          Howard Shapiro, Vice President
                                                                    --------------------------------------------------------
                                                                                (TYPE OR PRINT NAME AND TITLE)



7.   If amendment is authorized pursuant to Section 10.10 by the incorporators,
         the incorporators must sign below, and type or print name and title.
                                       OR

If amendment is authorized by the directors pursuant to Section 10.10, and there
are no officers, then a majority of the directors or such directors as may be
designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under penalties of perjury, that the facts stated
herein are true.

Dated                                          ,
       ----------------------------------------  ---------------
                  (MONTH & DAY)                      (YEAR)


- -------------------------------------      -------------------------------------

- -------------------------------------      -------------------------------------

- -------------------------------------      -------------------------------------

- -------------------------------------      -------------------------------------



                                                                          
Form BCA-10.30                       ARTICLES OF AMENDMENT                          File #D5475-247-4
(Rev. Jan. 1999)

Jesse White                          FILED                                           SUBMIT IN DUPLICATE
Secretary of State                   DEC 20 2001      PAID                          THIS SPACE FOR USE BY
Department of Business Services                     DEC 28 2001                      SECRETARY OF STATE
Springfield, IL 62756
Telephone (217) 782-1832                                                        Date                 12-20-01

                                     JESSIE WHITE                               Franchise Tax        $
Remit payment in check or money      SECRETARY OF                               Filing Fee*          $25.00
order, payable to "Secretary of      STATE          Expedited Services          Penalty
State."                                                                         Approved:

The filing fee for restated
articles of amendment - $100.00

http://www.sos.state.il.us



1.   CORPORATE NAME: Collectors' Choice Music Holdings, Inc.
                     -----------------------------------------------------------
                                                                    (Note 1)

2.   MANNER OF ADOPTION OF AMENDMENT:
         The following amendment of the Articles of Incorporation was adopted on
         December 18,   2001 in the manner indicated below. ("X" one box only)
         ------------- ------
         (Month & Day) (Year)

     -   By a majority of the incorporators, provided no directors were named
         in the articles of incorporation and no directors have been elected;
                                                                   (Note 2)

     -   By a majority of the board of directors, in accordance with
         Section 10.10, the corporation having issued no shares as of the time
         of adoption of this amendment;
                                                                   (Note 2)

     -   By a majority of the board of directors, in accordance with
         Section 10.15, shares having been issued but shareholder action not
         being required for the adoption of the amendment;
                                                                   (Note 3)

     -   By the shareholders, in accordance with Section 10.20, a resolution of
         the board of directors having been duly adopted and submitted to the
         shareholders. At a meeting of shareholders, not less than the minimum
         number of votes required by statute and by the articles of
         incorporation were voted in favor of the amendment;
                                                                   (Note 4)

     -   By the shareholders, in accordance with Sections 10.20 and 7.10, a
         resolution of the board of directors having been duly adopted and
         submitted to the shareholders. A consent in writing has been signed by
         shareholders having not less than the minimum number of votes required
         by statute and by the articles of incorporation. Shareholders who have
         not consented in writing have been given notice in accordance with
         Section 7.10;
                                                                   (Notes 4&5)

    /X/  By the shareholders, in accordance with Sections 10.20 and 7.10, a
         resolution of the board of directors having been duly adopted and
         submitted to the shareholders. A consent in writing has been signed by
         all the shareholders entitled to vote on this amendment;
                                                                   (Note 5)

3.   TEXT OF AMENDMENT:

     a.  When amendment effects a name change, insert the corporate name below.
         Use Page 2 for all others amendments.

         Article 1: The name of the corporation is:

Itasca Holdings, Inc.
- --------------------------------------------------------------------------------
                                   (NEW NAME)

                 All changes other than name, include on page 2
                                     (over)



                                TEXT OF AMENDMENT

b.   (IF AMENDMENT AFFECTS THE CORPORATE PURPOSE, THE AMENDED PURPOSE IS
     REQUIRED TO BE SET FORTH IN ITS ENTIRETY. IF THERE IS NOT SUFFICIENT SPACE
     TO DO SO, ADD ONE OR MORE SHEETS OF THIS SIZE.)

     To engage in any lawful act of activity for which corporations may be
     organized under the General Corporation Law of Illinois.

     To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
     pledge, sell, assign and transfer or otherwise dispose of, trade, deal in
     and deal with goods, wares and merchandise and personal property of every
     class and description.

     To acquire, and pay for in cash, stock or bonds of this corporation or
     otherwise, the good will, rights, assets and property, and to undertake or
     assume the whole or any part of the obligations or liabilities of any
     person, firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
     mortgage or otherwise dispose of letters patent of the United States or any
     foreign country, patent rights, licenses and privileges, inventions,
     improvements and processes, copyrights, trademarks and trade names,
     relating to or useful in connection with any business of this corporation.

     To acquire by purchase, subscription or otherwise, and to receive, hold,
     own, assume, sell, assign, exchange, transfer, mortgage, pledge or
     otherwise dispose of or deal in and with any of the shares of the capital
     stock, or any voting trust certificates in respect of the shares of capital
     stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts,
     and other securities, obligations, chooses in action and evidences of
     indebtedness or interest issued or created by any corporations, joint stock
     companies, syndicates, associations, firms, trusts or persons, public or
     private, or by the government of the United States of America, or by any
     foreign government, or by any state, territory, province, municipality or
     other political subdivision or by any governmental agency, and as owner
     thereof to possess and exercise all the rights, powers and privileges of
     ownership, including the right to execute consents and vote thereon and to
     do any and all acts and things necessary or advisable for the preservation
     protection improvement and enhancement in value thereof.

     To borrow or raise money for any of the purposes of the corporation and,
     from time to time without limit as to amount, to draw, make, accept,
     endorse, execute and issue promissory notes, drafts, warrants, bonds,
     debentures and other negotiable or non-negotiable instruments and evidences
     of indebtedness, and to secure the payment of any thereof and of the
     interests thereon by mortgage upon or pledge, conveyance or assignment in
     trust of the whole or any part of the property of the corporation, whether
     at the time owned or thereafter acquired, and to sell, pledge or otherwise
     dispose of such bonds or other obligations of the corporation for its
     corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise
     lease, or otherwise acquire, own, hold, improve, employ, use and otherwise
     deal in and with real or personal property, or any interest therein,
     whenever situated, and to sell, convey, lease, exchange, transfer or
     otherwise dispose of, or mortgage or pledge, all or any of the
     corporation's property and assets, or any interest therein, wherever
     situated.

     In general, to possess and exercise all the powers and privileges granted
     by the General Corporation Law of Illinois or by any other law of Illinois
     or by this Certificate of Incorporation together with any powers incidental
     thereto, so far as such powers and privileges are necessary or convenient
     to the conduct, promotion or attainment of the business or purposes of the
     corporation.

                                        2


4.   The manner, if not set forth in Article 3b, in which any exchange,
     reclassification or cancellation of issued shares, or a reduction of the
     number of authorized shares of any class below the number of issued shares
     of that class, provided for or effected by this amendment, is as follows:
     (IF NOT APPLICABLE, INSERT "NO CHANGE")

     No change.

5.   (a)  The manner, if not set forth in Article 3b, in which said amendment
          effects a change in the amount of paid-in capital (Paid-in capital
          replaces the terms Stated Capital and Paid-in Surplus and is equal to
          the total of these accounts) is as follows: (IF NOT APPLICABLE, INSERT
          "NO CHANGE")

     No change.

     (b) The amount of paid-in capital (Paid-in Capital replaces the terms
     Stated Capital and Paid-in Surplus and is equal to the total of these
     accounts) as changed by this amendment is as follows: (IF NOT APPLICABLE,
     INSERT "NO CHANGE")

     No change.

                                         Before Amendment    After Amendment

                      Paid-in Capital    $No Change          $No Change
                                          -------------       -------------

    (COMPLETE EITHER ITEM 6 OR 7 BELOW. ALL SIGNATURES MUST BE IN BLACK INK.)

6.   The undersigned corporation has caused this statement to be signed by its
     duly authorized officers, each of whom affirms, under penalties of perjury,
     that the facts stated herein are true.

                                                    
     Dated:  December 18            , 2001                  Collectors' Choice Music Holdings, Inc.
             -----------------------  ------                -----------------------------------------------------
                (MONTH & DAY)      (YEAR)                   (EXACT NAME OF CORPORATION AT DATE OF EXECUTION)

     attested by /s/ Robert D. Campbell                     By        /s/ Howard Shapiro
                 ------------------------------------         ---------------------------------------------------
         (SIGNATURE OF SECRETARY OF ASSISTANT SECRETARY)    (SIGNATURE OF PRESIDENT OR VICE PRESIDENT)

     Robert Campbell, Assistant Secretary                   Howard Shapiro, Vice President
     ------------------------------------                   -----------------------------------------------------
     (TYPE OR PRINT NAME AND TITLE)                         (TYPE OR PRINT NAME AND TITLE)

     

7.   If amendment is authorized pursuant to Section 10.10 by the incorporators,
     the incorporators must sign below, and type or print name and title.

                                       OR

     If amendment is authorized by the directors pursuant to Section 10.10 and
     there are no officers, then a majority of the directors or such directors
     as may be designated by the board, must sign below, and type or print name
     and title.

     The undersigned affirms, under the penalties of perjury, that the facts
     stated herein are true.

     Dated                                          ,
            ----------------------------------------  ---------------
                       (MONTH & DAY)                       (YEAR)


     --------------------------------      -------------------------------------

     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

                                        3

EX-3.30

                                                                    Exhibit 3.30

                           CRITICS' CHOICE VIDEO, INC.

                                     -o-O-o-
                                   B Y L A W S
                                     -o-O-o-

                                    ARTICLE I

                                     OFFICES

     The corporation shall continuously maintain in the State of Illinois a
registered office and a registered agent whose office is identical with such
registered office, and may have other offices within or without the state.

                                   ARTICLE II

                                  SHAREHOLDERS

     SECTION 1.  ANNUAL MEETING. Meetings of the shareholders for the election
of directors shall be held at such place, either within or without the State of
Illinois, as may be fixed from time to time, by the Board of Directors, and as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof. Annual meetings of shareholders shall be held on a date and time
designated by the board of Directors consistent with the Illinois Business
Corporation Act, at which meetings they shall elect by a plurality vote a Board
of Directors, and transact such other business as may properly be brought before
the meeting. (Amended 09/08/88)

     SECTION 2.  SPECIAL MEETNGS. Special meetings of the shareholders may be
called either by the president, by the board of directors or by the holders of
not less than one-fifth of all the outstanding shares of the corporation
entitled to vote, for the purpose of purposes stated in the call of the meeting.

     SECTION 3.  PLACE OF MEETING. The board of directors may designate any
place, as the place of meeting for any annual meeting or for any special meeting
called by the board of directors. If no designation is made, or if a special
meeting by otherwise called, the place of meeting shall be held at the principal
office of the corporation.

     SECTION 4.  NOTICE OF MEETINGS. Written notice stating the place, date, and
hour of the meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than sixty days before the date of the meeting, or in the case of a
merger consolidation, share exchange, dissolution or sale, lease or exchange of
assets not less than twenty nor more than sixty days before the date of the
meeting, either personally or by mail, by



At the direction of the president, or the secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the shareholder at this address as it
appears on the records of the corporation, with postage thereon prepaid. When a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken.

     SECTION 5.  FIXING OF RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend, or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of shares or for the purpose of any other lawful action,
the board of directors of the corporation may fix in advance a record date which
shall not be more than sixty days and, for a meeting of shareholders, not less
than ten days, or in the case of a merger, consolidation, share exchange,
dissolution or sale, lease or exchange of assets, not less than twenty days,
before the date of such meeting. If no record date is fixed, the record date for
the determination of shareholders for any other purpose shall be the date on
which the board of directors adopts the resolution relating thereto. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting.

     Section 6.  VOTING LISTS. The officer or agent having charge of the
transfer books for shares of the corporation shall make, within twenty days
after the record date for a meeting of shareholders or at least ten days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, showing the address of and
the number of shares registered in the name of the shareholder, which list, for
a period of ten days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be kept on file at the registered
office of the corporation and shall be open to inspection by any shareholder for
any purpose germane to the meeting, at any time during usual any purpose germane
to the meeting, at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and may be inspected
by any shareholder during the whole time of the meeting. The original share
ledger or transfer book, or a duplicate thereof kept in this State, shall be
prima facie evidence as to who are the share holders entitled to examine such
list or share ledger or transfer book or to vote at any meeting of shareholders.

     Section 7.  Quorum. The holders of a majority of the outstanding shares of
the corporation entitled to vote on a matter present in person or represented by
proxy shall constitute a quorum at any meeting of shareholders; provided that if
less than a majority of the outstanding shares are represented at said meeting,
a majority of the shares so represented may adjourn the meeting a any time
without further notice. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting shall be the act of the
shareholders, unless the vote of a greater number or voting by classes is
required by the Business Corporation Act of 1983 ("Business Corporation Act"),
the Articles of Incorporation or these by-laws. At any adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the original meeting. Withdrawal of shareholders from any
meeting shall not cause failure of a duly constituted quorum at that meeting.

     Section 8.  PROXIES. Each shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person



or persons to act for him by proxy, but no such proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.

     No proxy shall be solicited by means of any communication containing a
statement which, at the time and in the light of the circumstances under which
it is made, is false or misleading with respect to any material fact or which
omits to state any material fact necessary to order that the statements made not
be false or misleading.

     Section 9.  VOTING OF SHARES. Each outstanding share, of each class of
shares entitled to vote on a matter, shall be entitled to one vote upon each
matter submitted to a vote a a meeting of shareholders, and in all elections for
directors, every shareholder shall have the right to vote the number of shares
owned by such shareholder for as many persons as there are directors to be
elected, or to cumulate such votes and give one candidate as many votes as shall
equal the number of directors multiplied by the number of such shares or to
distribute such cumulative votes in any proportion amount any number of
candidates.

     Section 10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of a corporation
held by the corporation in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares entitled to vote
at any given time.

     Shares registered in the name of another corporation, domestic or foreign,
may be voted by any officer agent, proxy or other legal representative
authorized to vote such shares under the law of incorporation of such
corporation. A corporation may treat the president or other person holding the
position of chief executive officer of such other corporation as authorized to
vote such shares, together with any other person indicated and any other holder
of an office indicated by the corporation shareholder to the corporation as a
person or an office authorized to vote such shares. Such persons and offices
indicated shall be registered by the corporation on the transfer books for
shares and included in any voting list.

     Shares registered in the name of a deceased person, a minor ward or a
person under legal disability may be voted by his or her administrator,
executor, or court appointed guardian, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor, or court
appointed guardian. Shares registered in the name of a trustee may be voted by
him or her, either in person or by proxy.

     Shares registered in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his or her name if authority so to do
is contained in an appropriate order of the court by which such receiver was
appointed.

     A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Any number of shareholders may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise present
their share, for a period not to exceed ten years, by entering into a written
voting trust agreement specifying the terms and conditions of the voting trust,
and by transferring their shares to such trustee or trustees for the purpose of
the agreement. Any such trust



agreement shall not become effective until a counterpart of the agreement shall
not become effective until a counterpart of the agreement is deposited with the
corporation at its registered office. The counterpart of the voting trust
agreement so deposited with the corporation shall be subject to the same right
of examination by a shareholder of the corporation, in person or by agent or
attorney, as are the books and records of the corporation, and shall be subject
to examination by any holder of a beneficial interest in the voting trust,
either in person or by agent or attorney, at any reasonable time for any proper
purpose.

     Shares of its own stock belonging to this corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time.

     SECTION 11. INSPECTORS. At any meeting of shareholders, the presiding
officer may, or upon the request of any shareholder shall, appoint one or more
persons as inspectors for such meeting.

     Such inspectors shall ascertain and report the number of shares represented
at the meeting, based upon their determination of the validity and effect of
proxies; count all votes and report the results; and do such other acts as are
proper to conduct the election and voting with impartiality and fairness to all
the shareholders.

     Each report of an inspector shall be in writing and signed by him or by a
majority of them if there be more than one inspector acting at such meeting. If
there is more than one inspector, the report of a majority shall be the report
of the inspectors. The report of the inspector or inspectors on the number of
shares represented at the meeting and the results of the voting shall be prima
facie evidence thereof.

     SECTION 12. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided in
the Articles of Incorporation, any action required to be taken at any annual or
special meeting of the shareholders of the corporation, or any other action
which may be taken at a meeting of the shareholders, may be taken without a
meeting and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed (a) if 5 days prior notice of the proposed action is
given in writing to all of the shareholders the proposed action is given in
writing to all of the shareholders entitled to vote with respect to the subject
matter thereof, by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voting or (b) by all of the shareholders entitled to vote with respect to the
subject matter thereof.

     Prompt notice of the taking of the corporation action without a meeting by
less than unanimous written consent shall be given in writing to those
shareholders who have not consented in writing. In the event that the action
which is consented to is such as would have required the filing of a certificate
under any Section of the Business Corporation Act if such action had been voted
on by the shareholders at a meeting thereof, the certificate filed under such
Section shall state, in lieu of any statement required by such Section
concerning any vote of shareholders, that written consent has been given in
accordance with the provisions of Section 7.10 of the Business Corporation Act
and that written notice has been given as provided in such Section.

     SECTION 13. VOTING BY BALLOT. Voting on any question or in any election may
be by voice unless the presiding officer shall order or any shareholder shall
demand the voting be by ballot.



                                   ARTICLE III
                                    DIRECTORS

     SECTION 1.  GENERAL POWERS. The business of the corporation shall be
managed by or under the direction of its board of directors.

     SECTION 2.  NUMBER, TENURE AND QUALIFICATIONS. The number of directors
which shall constitute the whole board shall be such number, not less than one
nor more than three, as may be determined from time to time by resolution duly
adopted by the Board. Each director shall hold office until the next annual
meeting of shareholders or until his successor shall have been elected and
qualified. Directors need not be residents of Illinois or shareholders of the
Corporation. (Amended 09/08/88)

     SECTION 3.  REGULAR MEETINGS. A regular meeting of the board of directors
shall be held immediately after the annual meeting of shareholders. The board of
directors may provide, by resolution, time and place for the holding of
additional regular meetings without other notice than such resolution.

     SECTION 4.  SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the president or any director. The person
or persons authorized to call special meetings of the board of directors may fix
any place as the place for holding any special meeting of the board of directors
called by them.

     SECTION 5.  NOTICE. Notice of any special meeting shall be given at least
three (3) days previous thereto by written notice to each director at his
business address. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegram company. The attendance of a director
at any meeting shall constitute waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.

     SECTION 6.  QUORUM. A majority of the number of directors fixed by these
by-laws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting at any time without further notice.

     SECTION 7.  MANNER OF ACTING. The act of the majority of the directors
present at a quorum is present shall be the act of the board of directors,
unless the act of a greater number is required by statute, these by-laws, or the
Articles of Incorporation.

     SECTION 8.  VACANCIES. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of election at an annual meeting or at a
special meeting of shareholders called for that purpose.

     SECTION 9.  ACTION WITHOUT A MEETING. Unless specifically prohibited by the
Articles of Incorporation, any action required to be taken at a meeting of the
board of directors, or any other



action which may be taken at a meeting of the board of directors, or of any
committee thereof may be taken without a meeting of the board of directors, or
of any committee thereof may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all the directors entitled
to vote with respect to the subject matter thereof, or by all the members of
such committee, as the case may be. Any such consent signed by all the directors
or all the members of the committee shall have the same effect as a unanimous
vote, and may be stated as such in any document filed with the Secretary of
State or with anyone else.

     SECTION 10. COMPENSATION. The board of directors, by the affirmative vote
of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers, or otherwise. By resolution of the board of directors the directors
may be paid their expenses, if any, of attendance at each meeting of the board.
No such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.

     SECTION 11. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the board of directors at which action on any
corporation matter is taken shall be conclusively presumed to have assented to
the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

     SECTION 12. COMMITTEES. The board of directors by resolution adopted by a
majority of the number of directors by resolution adopted by a majority of the
number of directors fixed by the by-laws or otherwise may create one or more
committees and appoint members of the board to serve on the committee or
committees. Each committee shall have two or more members, who serve at the
pleasure of the board.

     Unless the appointment by the board of directors requires a greater number,
a majority of any committee shall constitute a quorum and a majority of a quorum
is necessary for committee action. A committee may act by unanimous consent in
writing without a meeting and, subject to the provisions of the by-laws or
action by the board of directors, the committee by majority vote of its members
shall determine the time and place of meetings and the notice required therefor.

     To the extent specified by the board of directors or in the Articles of
Incorporation, each committee may exercise the authority of the board of
directors, provided, however, a committee may not:

     (a)  authorize distributions;

     (b)  approve or recommend to shareholders any act required to be approved
          by shareholders;

     (c)  fill vacancies on the board or on any of its committees;

     (d)  elect or remove officers or fix the compensation of any member of the
          committee;



     (e)  adopt, amend or repeal the by-laws;

     (f)  approve a plan of merger not requiring share holder approval;

     (g)  authorize or approve reacquisition of shares, except according to a
          general formula or method prescribed by the Board;

     (h)  authorize or approve the issuance or sale, or contract for sale, of
          share or determine the designation and relative rights, preferences,
          and limitations of a series of shares, except that the board may
          direct a committee to fix the specific terms of the issuance or sale
          or contract for sale or the number of shares to be allocated to
          particular employees under an employee benefit plan; or

     (i)  amend, alter, repeal, or take action inconsistent with any resolution
          or action inconsistent with any resolution or action of the board of
          directors when the resolution or action of the board of directors
          provides by its terms that it shall not be amended, altered or
          repealed by action of a committee.

     SECTION 13. RESIGNATION AND REMOVAL OF DIRECTORS. A director may resign at
any time upon written notice of the board of directors. One of more of the
directors may be removed, with or without cause, at a meeting of shareholders by
the affirmative vote of the holders of a majority of the outstanding shares then
entitled to vote at an election of directors, except as follows:

     (a)  No director shall be removed at a meeting of shareholders unless the
notice of such meeting shall state that a purpose of the meeting is to vote upon
the removal of one or more directors named in the notice. Only the named
director or directors may be removed at such meeting.

     (b)  If less than the entire board is to be removed, no director may be
removed, with or without cause, if the votes case against his removal would be
sufficient to elect him if then cumulatively voted at an election of the entire
board of directors.

     SECTION 14. TELEPHONIC MEETINGS. The board of directors or any committee of
the board of directors may participate in and act at any meeting of such board
or committee through the use of a conference telephone or other communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in such meeting shall constitute attendance and
presence in person at the meeting of the person or persons so participating.

                                   ARTICLE IV

                                    OFFICERS

     SECTION 1.  NUMBER. The officers of the corporation shall be a president, a
chief executive officer, a secretary, and such other officers as may be elected
or appointed by the board of directors. Any two or more offices may be held by
the same person.



     SECTION 2.  ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected annually by the board of directors at the meeting of the board
of directors held after each annual meting of shareholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Vacancies may be filled or new offices created
and filled at any meeting of the board of directors. Each officer shall hold
office until his successor shall have been duly elected and shall have qualified
or until his death or until he shall resign or shall have been removed in the
manner hereinafter provided. Election of an officer shall not of itself create
contract rights.

     SECTION 3.  REMOVAL. Any officer elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interest of the corporation would be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.

     SECTION 4.  THE CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD. The
chief executive officer shall be the chairman of the board. He shall oversee the
long-term direction of the corporation; he shall see that the resolutions and
directors of the board of directors are carried into effect except in those
instances in which that responsibility is specifically assigned to some other
person by the board of directors; he shall be responsible for the maintenance of
adequate books of account for the corporation; he shall have change and custody
of all funds and securities of the corporation, and be responsible therefor and
for the receipt and disbursement thereof, subject to the limits set forth in
Article V of these by-laws; and he shall perform all the duties incident to his
office and such other duties as from time to time may be assigned to him by the
president or by the board of directors. In his capacity as chairman of the board
he shall preside over meetings of the board of directors.

     SECTION 5.  PRESIDENT AND CHIEF OPERATING OFFICER. The president shall be
the chief operating officer of the corporation. Subject to the direction and
control of the board of directors, he shall be in charge of the business of the
corporation; and, in general, he shall discharge all duties incident to the
office of president and such other duties as may be prescribed by the board of
directors from time to time. He shall preside at all meetings of the
shareholders. Except in those instances in which the authority to execute is
expressly delegated to another officer or agent of the corporation or a
different mode of execution is expressly prescribed by the board of directors or
these by-laws, and any contracts, deeds, mortgages, bonds, or other instruments
which the board of directors has authorized to be executed, and he may
accomplish such execution either under or without the seal of the corporation
and either individually or with the secretary, any assistant secretary, or any
other officer thereunto authorized by the board of directors, according to the
requirements of the form of the instrument. He may vote all securities which the
corporation is entitled to vote except as and to the extent such authority shall
be vested in a different officer or agent of the corporation by the board of
directors.

     SECTION 6.  THE TREASURER. The treasurer shall assist the chief executive
officer and the chief operating officer in the discharge of their duties
concerning the maintenance of adequate books of account, and the custody and
disbursement of all corporate funds and securities and shall perform such other
duties as from time to time may be assigned to him by the president or by the
board of directors. In the absence of the chief executive officer or in the
event of his inability or refusal to act, the treasurer shall perform the duties
of the chief executive officer, and when so acting, shall have all the powers of
the chief executive officer.



     SECTION 7.  THE SECRETARY. The secretary shall; (a) record the minutes of
the shareholders' and the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law: (c) be the
provisions of these by-laws or as required by law: (c) be custodian of the
corporate records and of the seal of the corporation; (d) keep a register of the
post-office address of each shareholder which shall be furnished to the
secretary by such shareholder; (e) sign with the president, or a vice-president,
or any other officer thereunto authorized by the board of directors,
certificates for shares of the corporation, the issue of which shall have been
authorized by the board of directors, and any contracts, deeds, mortgages,
bonds, or other instruments which the board of directors has authorized to be
executed, according to the requirements of the form of the instrument, except
when a different mode of execution is expressly prescribed by the board
different mode of execution is expressly prescribed by the board of directors,
and any contracts, deeds, mortgages, bonds, or other instrument, except when a
requirements of the form of the instrument, except when a different mode of
execution is expressly prescribed by the board different mode of execution is
expressly prescribed by the board different mode of execution is expressly
prescribed by the board different mode of execution is expressly prescribed by
the board of directors or these by-laws; (f) have general charge of the stock
transfer books of the corporation; (g) perform all duties incident to the office
of secretary and such other duties as from time to time may be assigned to him
by the president or by the board of directors.

     SECTION 8.  ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The assistant
treasurers and assistant secretaries shall perform such duties as shall be
assigned to them by the treasurer or the secretary, respectively, or by the
president or the board of directors. The assistant secretary may sign with the
president, or any other officer authorized by the board of directors,
certificates for shares of the corporation, the issue of which shall have been
authorized by the board of directors, and any contracts, deeds, mortgages,
bonds, or other instruments which the board of directors has authorized to be
executed, according to the requirements of the form of the instrument, except
when a different mode of execution is expressly prescribed by the board of
directors or these by-laws.

     SECTION 9.  SALARIES. The salaries of the officers shall be fixed from time
to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1.  CONTRACTS. The board of directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.

     SECTION 2.  LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.

     SECTION 3.  CHECKS, DRAFTS ETC. Either the chief executive officer or the
chief operating officer may sign for all checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, provided such checks, drafts, orders for



payment of money, notes or other evidences of indebtedness are incurred for
purchasing merchandise for the corporation to sell, or are incurred for
catalogue production expresses. The chief executive officer and the chief
operating officer may incur and sign evidence of payment for all other expenses,
up to a maximum of Twenty-Five Thousand Dollars ($25,000.00); provided; however,
neither the chief executive officer nor the chief operating officer shall have
the authority to incur or make payment of any such expense in excess of said
limit, wihtout first obtaining the approval and signature of either the
treasurer or secretary.

     SECTION 4.  DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the board of directors may
select.

                                   ARTICLE VI

                           CERTIFICATES FOR SHARES AND
                                 THEIR TRANSFER

     SECTION 1.  CERTIFICATES FOR SHARES. The issued shares of the corporation
shall be represented by certificates or shall be uncertificated shares.
Certificates representing shares of the corporation shall be signed by the
president or a vice--president or by such officer as shall be designated by
resolution of the board of directors and by the secretary or an assistant
secretary, and may be sealed with the seal or a facsimile of the seal of the
corporation. If both of the signatures of the officers be by facsimile, the
certificate shall be manually signed by or on behalf of a duly authorized
transfer agent or clerk. Each certificate representing shares shall be
consecutively numbered or otherwise identified, and shall also state the name of
the person to whom issued, the number and class of shares (with designation of
series, if any), the date of issue, that the corporation is organized under
Illinois law, and the par value or a statement that the shares are without par
value. If the corporation is authorized and does issue shares of more than one
class or of series within a class, the certificate shall also contain such
information or statement as may be required by law.

     No certificate shall be issued for any shares until such shares are fully
paid.

     The name and address of each shareholder, the number and class of shares
held and the date on which the certificates for the shares were issued shall be
entered on the books of the corporation. The person in whose name shares stand
on the books of the corporation shall be deemed the owner thereof for all
purposes as regards the corporation.

     SECTION 2.  LOST CERTIFICATES. If a certificate representing shares
allegedly has been lost or destroyed the board of directors may in its
discretion, except as may be required by law, direct that a new certificate be
issued upon such indemnification and other reasonable requirements as it may
impose.

     SECTION 3.  TRANSFERS OF SHARES. Transfers of shares of the corporation
shall be recorded on the books of the corporation and, except in the case of a
lost or destroyed certificate, shall be made on surrender for cancellation of
the certificate for such shares. A certificate presented for transfer must be
duly endorsed and proper guaranty of signature and other appropriate assurances
that the endorsement is effective may be required.



     Unless otherwise provided by the Articles of Corporation, or by these
by-laws, the board of directors may provide by resolution that some or all of
any or all classes and series of resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
corporation. Within shares, the corporation shall send to the registered owner
thereof a written notice containing the information required to be set forth or
stated on certificates. Except as otherwise expressly provided by law, the
rights and obligations of the holders of provided by law, the rights and
obligations of the holders of uncertificated shares and rights and obligations
of the holders of certificates representing shares of the same class and series
shall be identical.

                                   ARTICLE VII

                                   FISCAL YEAR

     The fiscal year of the corporation shall be fixed by resolution of the
board of directors.

                                  ARTICLE VIII

                                  DISTRIBUTIONS

     The board of directors may authorize, and the corporation may make,
distributions to its shareholders, subject to any restriction in the Article of
Incorporation and subject also to the limitations following:

     No distribution may be made if, after giving it effect:

     (a)  The corporation would be insolvent; or
     (b)  The net assets of the corporation would be less than zero or less than
          the maximum amount payable at the time of distribution to shareholders
          having preferential rights in liquidation if the corporation were then
          to be liquidated.

     The board of directors may base a determination that a distribution may be
made either on financial statements prepared on the basis of accounting
practices and principles that are reasonable in the circumstances or on a fair
valuation or other method that is reasonable in the circumstances.

     The effect of a distribution shall be measured as of the earlier of:

     (a)  the date of its authorization if payment occurs within 120 days after
          the date of authorization or the date of payment if payment occurs
          more than 120 days after the ate of authorization; or

     (b)  In the case of distribution by purchase, redemption, or other
          acquisition of the corporation's shares, the earlier of (I) the date
          money or other property is transferred or debt incurred by the
          corporation of (ii) the date shareholders cease to be shareholders.



                                   ARTICLE IX

                                      SEAL

     The corporate seal shall have inscribed thereon the name of the corporation
and the words "Corporate Seal, Illinois." The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or in any manner reproduced.

                                    ARTICLE X

                                WAIVER OF NOTICE

     Whenever any notice is required to be given under the provisions of these
by-laws or under the provisions of the articles of incorporation or under the
provisions of The Business Corporation Act, a waiver thereof in writing, signed
by the person or person entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE XI

                                   AMENDMENTS

     The By-laws of the corporation may be amended, altered, or repealed by the
shareholders or the board of directors, but no by-law adopted by the
shareholders may be altered, amended, or repealed by the board of directors.

                                   ARTICLE XII

                          INDEMNIFICATION OF OFFICERS,
                         DIRECTORS, EMPLOYEES AND AGENTS

     (a)  The corporation shall and does hereby indemnify any person who was or
is a party, or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
corporation of, with respect to any criminal action or proceeding, that the
person had reasonable cause to believe that his or her conduct was unlawful.



     (b)  The corporation shall and does hereby indemnify any person who was or
is a party, or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right to the corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit,
if such person acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to the best interests of the corporation, provided that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duty to the corporation, unless, and
only to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.

     (c)  To the extent that a director, officer, employee or agent of a
corporation has been successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in subsections (a) and (b), or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection therewith.

     (d)  Any indemnification under subsections (a) and (b) (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case,
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in subsections (a) or (b). Such determination
shall be made (1) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceedings, or (2) if such a quorum is not obtainable, or even if obtainable,
if a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion, or (3) by the shareholders.

     (e)  Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding, as authorized by the board of directors in the
specific case, upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount, unless it shall ultimately be
determined that he or she is entitled to be indemnified by the corporation as
authorized in this Article.

     (f)  The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any by-law, agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee or agent, and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

     (g)  A corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or who is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability asserted against such person
and incurred by such person in any



such capacity, or arising out of his or her status as such, whether or not the
corporation would have the power to indemnify such person against such liability
under the provisions of this Article.

     (h)  If a corporation has paid indemnity or has advanced expenses to a
director, officer, employee or agent, the corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders meeting.

     (i)  for purposes of this Article, references to "the corporation" shall
include, in addition to the surviving corporation, any merging corporation
(including any corporation having merged with a merging corporation) absorbed in
a merger which, if its separate existence had continued, would have had the
power and authority to indemnify its directors, officers, and employees or
agents, so that any person who was a director, officer, employee or agent of
such merging corporation, or was serving at the request of such merging
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to the surviving
corporation as such person would have with respect to such merging corporation
if its separate existence had continued.

     (j)  For purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involved services by such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries. A person who acted in good faith and in a manner he or she
reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" as referred to in
this Article.

                                  ARTICLE XIII

                  FUTURE AMENDMENTS TO BUSINESS CORPORATION ACT

     In the event the Business Corporation Act is amended after the adoption of
these by-laws in a manner which makes these by-laws conflict with the Business
Corporation Act, these by-laws shall be deemed to be amended to comport with
such conflicting provisions of the amended Business Corporation Act.

EX-3.31

                                                                    Exhibit 3.31

                          CERTIFICATE OF INCORPORATION

                                       OF

                           PLAYBOY INTERNATIONAL INC.

1.   The name of the Corporation is Playboy International. Inc.

2.   The address of its registered office in the state of Delaware is
     Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
     County of New Castle. The name of its registered agent at such address is
     The Corporation Trust Company.

3.   The nature of the business or purposes to be conducted or promoted is:

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge. sell, assign and transfer or otherwise dispose of, trade, deal in and
dead with goods. wares and merchandise and personal property of every class and
description.

     To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or abilities of any person,
firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.

     To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
wants, rights, bonds, debentures, notes, trust receipts, and other securities,
obligations, choses in action and evidences of indebtedness or interest issued
or created by any corporations, joint stock companies, syndicates, associations,
firms, trusts or persons, public or private, or by the government of the United
States of America, or by any foreign government, or by any state, territory,
province, municipality or other political subdivision or by any governmental
agency, and as owner thereof to possess and exercise all the rights, powers and
privileges of ownership, including the right to execute consents and vote
thereon, and to do any and all acts and things necessary or advisable for the
preservation, protection, improvement and enhancement in value thereof.

     To borrow or raise money for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue



promissory notes, drafts, bills of exchange, warrants, bonds, debentures and
other negotiable or non-negotiable instruments and evidences of indebtedness,
and to secure the payment of any thereof and of the interest thereon by mortgage
upon or pledge, conveyance or assignment in trust of the whole or any pan of the
property of the corporation, whether at the tine owned or thereafter acquired,
and to sell, pledge or otherwise dispose of such bonds-r-other obligations of
the corporation for its corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.

     In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this Certificate of Incorporation together with any powers incidental thereto,
so far as such powers and privileges ate necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the corporation.

     The business and purposes specified in the foregoing clauses shall, except
where otherwise express, be in nowise limited or restricted by reference to, or
inference from, the terms of any other clause in this Certificate of
Incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be regarded its independent business and purposes.

4.   The total number of shares of stock which the corporation shall have
     authority to issue is:

          1,000  at $1.00 par value

     At all elections of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected by hits, and he may cast all of such votes for
a single director or may distribute them among the number to be voted for, or
for any two or more of them as he may sec fit.

5.   The name and mailing address of each incorporator is as follows:



     NAME                                        MAILING ADDRESS
     ----                                        ---------------
                                              
     Playboy Enterprises International Inc.      680 N. Lake Shore Drive
                                                 Chicago Illinois 60611


                                        2


     The name and mailing address of each person who is to serve as a director
until the first annual meeting of the stockholders or until a successor is
elected and qualified as follows:



     NAME                                        MAILING ADDRESS
     ----                                        ---------------
                                              
     Christie Hefner                             680 N. Lake Shore Drive
                                                 Chicago, Illinois 60611

     Howard Shapiro                              680 N. Lake Shore Drive
                                                 Chicago, Illinois 60611


6.   The corporation is to have perpetual existence.

7.   In furtherance and not in limitation of the powers conferred by statute,
     the Board of Directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was cited.

     To designate one or more committees, each committee to consist of one or
more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The by-laws may provide
that in the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the bylaws of the corporation, shall
have and may exercise all the powers and authority of the board of directors in
the management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
but no such committee shall have the power or authority in reference to the
following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval or (iii) adopting,
amending or repealing any by-law of the corporation.

     When and as authorized by the stockholders in accordance with law, to sell,
lease or exchange all or substantially all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such

                                        3


consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations. as its board of directors shall deem expedient and for the best
interests of the corporation.

8.   Elections of directors need not be by written ballot unless the by-laws of
     the corporation shall so provide.

     Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

     Whenever a compromise or arrangement proposed between this corporation and
its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs If a majority in number representing
three-fourths in value of the creditors tar class of creditors, and/or of the
stockholders or class of stockholders of this corporation. as the case may be,
agree to any compromise or an arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

9.   The corporation reserves the right to amend, alter, change or repeal any
     provision contained in this Certificate of Incorporation, in the manner now
     or hereafter prescribed by statute, and all rights conferred upon
     stockholders herein are granted subject to this reservation.

10.  A director of the corporation shall not be personally liable to the
     corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a director except for liability (i) for any breach of the
     direcm tor's duty of loyalty to the corporation or its stockholders, (ii)
     for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) under Section 174 of the
     Delaware General Corporation Law, or (iv) for any transaction from which
     the director derived any improper personal benefit.

     WE THE UNDERSIGNED, being each of the incorporators hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the

                                        4


State of Delaware, do make this Certificate, hereby declaring and certifying
that this is our act and decd and the facts herein stated are true, and
accordingly have hereunto set our hands this 28th day of October, 1999.

                            PLAYBOY ENTERPRISES INTERNATIONAL, INC.


                            By: /s/ Howard Shapiro
                               -------------------------------------
                                Howard Shapiro
                                Executive Vice President, Law and Administration
                                General Counsel and Secretary

                                        5


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

PLAYBOY INTERNATIONAL, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:

          RESOLVED, that the Certificate of Incorporation of PLAYBOY
          INTERNATIONAL, INC. be amended by changing the first Article
          thereof so that, as amended, said Article shall be and read
          as follows:

     The name of the Corporation is PLANET PLAYBOY, INC.

     SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the Genera! Corporation Law of
the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.

     IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by Howard Shapiro, its Senior Vice President and Secretary, this 7th day
of January, 2000.

                                        PLAYBOY INTERNATIONAL, INC.


                                        By: /s/ Howard Shapiro
                                           -------------------------------------
                                            Howard Shapiro
                                            Senior Vice President and Secretary

EX-3.32

                                                                    Exhibit 3.32

                           PLAYBOY INTERNATIONAL, INC.

                                    * * * * *

                                     BY-LAWS

                                    * * * * *

                                    ARTICLE I

                                     OFFICES

          Section 1.  The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

          Section 2.  The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may,
from time to time, determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          Section 1.  All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
Board of Directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. Meetings of the stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

          Section 2.  Annual meetings of the stockholders, commencing with the
year 1999, shall be held on May lst, if not a legal holiday, and if a legal
holiday, then on the next secular day following, or at such other date and time
as shall be designated



from time to time by the Board of Directors and stated in the notice of the
meeting, at which they shall elect by a plurality vote a Board of Directors, and
transact such other business as may properly be brought before the meeting.

          Section 3.  The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

          Section 4.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

                                        2


          Section 5.  Whenever stockholders are required or permitted to take
any action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty (60) days before
the date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

          Section 6.  Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

          Section 7.  The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

          Section 8.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or

                                        3


represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

          Section 9.  Unless otherwise provided in the Certificate of
Incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof.

          Section 10. Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                        4


                                   ARTICLE III

                                    DIRECTORS

          Section 1.  The number of directors which shall constitute the whole
board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

          Section 2.  Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced.

          Section 3.  The business of the Corporation shall be managed by, or
under the direction of, its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these By-laws directed or
required to be exercised or done by the stockholders.

          Section 4.  Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.

                                        5


                       MEETINGS OF THE BOARD OF DIRECTORS

          Section 5.  The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

          Section 6.  The first meeting of each newly elected Board of Directors
shall be held without other notice than this bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

          Section 7.  Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

          Section 8.  Special meetings of the Board may be called by the
President on twenty four (24) hours' notice to each director, either personally
or by mail or by facsimile communication; special meetings shall be called by
the President or Secretary in like manner and on like notice on the written
request of two directors.

          Section 9.  At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third (1/3) of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation.

                                        6


          If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

          Section 10. Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

          Section 11. Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, members of the Board of Directors, or any
committee thereof, may participate in a meeting, by means of conference via
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

          Section 12. The Board of Directors may, by resolutions passed by a
majority of the whole Board, designated one or more committees, each committee
to consist of one or more of the directors of the Corporation, which, to the
extent provided in the resolution and permitted by law, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation and may authorize the seal of the corporation to
be affixed to all papers which may require it.

                                        7


Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of Directors.

          Section 13. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

          Section 14. Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

          Section 15. Unless otherwise restricted by the Certificate of
Incorporation or By-law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to one vote at an election of directors.

                                   ARTICLE IV

                                     NOTICES

          Section 1.  Notice to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses

                                        8


appearing on the books of the Corporation. Notice by mail shall be deemed to be
given at the time when the same shall be mailed. Notice to directors may also be
given by telegram or facsimile.

          Section 2.  Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

          Section 1.  The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-laws otherwise provide.

          Section 2.  The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, one or more
Vice-Presidents, a Secretary and a Treasurer, and may choose one or more
additional Vice-Presidents and one or more Assistant Secretaries and one or more
Assistant Treasurers.

          Section 3.  The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall

                                        9


exercise such powers and perform such duties as shall be determined from time to
time by the Board.

          Section 4.  The Board of Directors shall be responsible for
establishing the compensation and employee benefit policies and programs of the
Corporation.

          Section 5.  The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

          Section 6.  The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

          Section 7.  He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

                                       10


                               THE VICE-PRESIDENTS

          Section 8.  In the election of officers, the Board of Directors may
designate one of the Vice-Presidents as Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice-Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

               (a)  The Executive Vice-President, if any;

               (b)  The Senior Vice-Presidents, if any, in the order designated
by the Board of Directors or, in the absence of any designation, then in the
order of their election;

               (c)  All other Vice-Presidents in the order designated by the
Board of Directors or, in the absence of any designation, then in the order of
their election.

          Each Vice-President, when performing the duties of the President,
shall nave all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall perform such
other duties as may be assigned to him from time to time by the President or by
the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

          Section 9.  The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He

                                       11


shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President, under whose
supervision he shall be. He shall have custody of the corporate seal of the
Corporation and he, or an Assistant Secretary, shall have authority to affix the
same to any instrument requiring it and when so affixed, it may be attested by
his signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.

          Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

          Section 11. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

          Section 12. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and

                                       12


shall render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the Corporation.

          Section 13. If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

          Section 14. The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the Treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

                                   ARTICLE VI

                             CERTIFICATES FOR SHARES

          Section 1.  Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, the President or Vice-President, and by the
Treasurer

                                       13


or an Assistant Treasurer, or the Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
Corporation.

          Section 2.  Any or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who have signed or
whose facsimile signature or signatures have been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate or certificates is issued, it may be issued by the Corporation with
the same effect as if he were such officer, transfer agent or registrar at the
date of issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

          Section 3.  The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                       14


                                TRANSFER OF STOCK

          Section 4.  Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

          Section 5.  In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting: provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                             REGISTERED STOCKHOLDER

          Section 6.  The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize

                                       15


any equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

          Section 1.  Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation.

          Section 2.  Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

          Section 3.  All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                       16


                                   FISCAL YEAR

          Section 4.  The fiscal year of the Corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the Board of
Directors.

                                      SEAL

          Section 5.  The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                          INDEMNIFICATION OF DIRECTORS
                                  AND OFFICERS

          Section 6.

               (a)  RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "Proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent

                                       17


authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment) against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amount paid to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that except
as provided in Paragraph (b) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this section shall be contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his other capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advance if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise.

                                       18


               (b)  RIGHT TO CLAIMANT TO BRING SUIT. If a claim under
Paragraph (a) of this Section is not paid .in full by the Corporation within
ninety (90) days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be defense to the action or create a presumption that the claimant has not
met the applicable standard of conduct.

               (c)  NON-EXCLUSIVITY OF RIGHTS. The right to indemnification
and payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this section shall not be exclusive of any other
right which any

                                       19


person may have or hereafter acquired under any statute, provision of the
Certificate of Incorporation, Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

               (d)  INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

          Section 1.  These By-laws may be altered, amended or repealed or new
By-laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal By-laws is conferred upon the Board of Directors by the
Certificate of Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal By-laws.

                                       20

EX-3.33

                                                                    Exhibit 3.33

Filed
IN THE OFFICE OF THE                ARTICLES OF INCORPORATION
STATE OF NEVADA                       (PURSUANT TO NRS 78)
AUG 12 1998                              STATE OF NEVADA
C19197-98                                    [Seal]
/s/ Dean Heller
Dean Heller, Secretary of State

No. (For filing office use)      SECRETARY OF STATE      (For filing office use)
- --------------------------------------------------------------------------------
    IMPORTANT: READ INSTRUCTIONS ON REVERSE SIDE BEFORE COMPLETING THIS FORM.
               TYPE OR PRINT (BLACK INK ONLY)

NAME OF CORPORATION:    PLAYBOY GAMING NEVADA, INC.
                     -----------------------------------------------------------
RESIDENT AGENT: (designated resident agent and his STREET ADDRESS in Nevada
                where process may be served)

Name of Resident Agent: The Corporation Trust Company of Nevada
                       ---------------------------------------------------------

Street Address:  One         East First Street,      Reno, Nevada         89501
               ----------------------------------------------------------------
                 Street No.  Street Name             City                 Zip

SHARES:  (number of shares the corporation is authorized to issue)
Number of shares with par value: 1000 Par Value: $ 1.00 Number of shares without
par value: 0
GOVERNING BOARD: Shall be styled as (check one): XX Directors ______________
Trustees
The FIRST BOARD OF DIRECTORS shall consist of 2 members and the names and
addresses are as follows (attach additional pages if necessary):

    HOWARD SHAPIRO                    680 N. LAKE SHORE DRIVE, CHICAGO, IL 60611
- -----------------------------        -------------------------------------------
Name                                 Address                    City/State/Zip

    CHRISTIE HEFNER                   680 N. LAKE SHORE DRIVE, CHICAGO, IL 60611
- -----------------------------        ------------------------------------------
Name                                 Address                    City/State/Zip

PURPOSE (optional - see reverse side):  The purpose of the corporation shall be:

                                  See Attached
- --------------------------------------------------------------------------------
OTHER MATTERS: This form includes the minimal statutory requirements to
incorporate under NRS 78. You may attach additional information pursuant to
NRS 78.037 or any other information you deem appropriate. If any of the
additional information is contradictory to this form it cannot be filed and will
be returned to you for correction. Number of pages attached ___________.
SIGNATURES OF INCORPORATORS: The names and addresses of each of the
incorporators signing the articles: (signature must be notarized) (Attach
additional pages if there are more than two incorporators.)

                                                              
    Melissa J. Mitidiero                                                 Julie Lief
- -------------------------------------------------------          ---------------------------------------------------------
Name (print)                                                     Name (print)

     680 N. Lake Shore Drive, Chicago, IL  60611                          680 N. Lake Shore Drive, Chicago, IL  60611
- --------------------------------------------------------         ---------------------------------------------------------
Address                          City/State/Zip                  Address                             City/State/Zip
/s/ Melissa J. Mitidiero                                         /s/ Julie Lief
- --------------------------------------------------------         ---------------------------------------------------------
Signature                                                        Signature

State of Illinois County of COOK                                 State of Illinois County of Cook

This instrument was acknowledged before me on                    This instrument was acknowledged before me on
      August 12, 1998, by                                              August 12, 1998, by
      Melissa J. Mitidiero                                             Julie Lief
- ---------------------------------------------------------        ---------------------------------------------------------
              Name of Person                                           Name of Person
as incorporator                                                  as incorporator
of    Playboy Gaming Nevada, Inc.                                of    Playboy Gaming Nevada, Inc.
  --------------------------------------------------------         -------------------------------------------------------
  (name of party on behalf of whom instrument was executed)       (name of party on behalf of whom instrument was executed)

/s/ [Notary Seal]                                                /s/ [Notary Seal]
- ----------------------------------------------------------       ---------------------------------------------------------
Notary Public Signature                                          Notary Public Signature



CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT

The Corporation Trust Company of Nevada hereby accepts appointment as Resident
Agent for the above named corporation.
The Corporation Trust Company of Nevada By:

                                                                             
/s/ James M. [Illegible]                                                            8/12/98
- -----------------------------------------------------------      --------------------------------------------
Signature of Resident Agent (Assistant Secretary)                               Date





5.   THE PURPOSES FOR WHICH THE CORPORATION IS FORMED ARE:

(a)  To conduct gaming in the State of Nevada in accordance with the laws of the
     state of Nevada and the United States of America; and

(b)  To engage in any other business or activity not forbidden by law or these
     Articles of Incorporation.

EX-3.34

                                                                    Exhibit 3.34

                           PLAYBOY GAMING NEVADA, INC.

                                    * * * * *

                                     BY-LAWS

                                    * * * * *

                                    ARTICLE I

                                     OFFICES

     Section 1.  The registered office shall be in the City of Reno, County of
Washoe, State of Nevada.

     Section 2.  The Corporation may also have offices at such other places both
within and without the State of Nevada as the Board of Directors may, from time
to time, determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.  All meetings of the stockholders for the election of directors
shall be held at such place as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of Nevada
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Meetings of the stockholders for any other purpose
may be held at such time and place, within or without the State of Nevada, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

     Section 2.  Annual meetings of the stockholders, commencing with the year
1998, shall be held on November 1st, if not a legal holiday, and if a legal
holiday, then on the next secular day following, or at such other date and time
as shall be designated from time to time by the Board of Directors and stated



in the notice of the meeting, at which they shall elect by a plurality vote a
Board of Directors, and transact such other business as may properly be brought
before the meeting.

     Section 3.  The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

     Section 4.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     Section 5.  Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty (60) days before
the date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

     Section 6.  Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 7.  The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the

                                        2


stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     Section 8.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

     Section 9.  Unless otherwise provided in the Certificate of Incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of capital stock having voting power
held by such stockholder, but no proxy shall be valid unless it provides that it
may only be voted on at a specific meeting of stockholders or any adjournment or
adjournments thereof.

     Section 10. Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                        3


                                   ARTICLE III

                                    DIRECTORS

     Section 1.  The number of directors which shall constitute the whole board
shall be such number, not less than one nor more than four, as may be determined
from time to time by resolution duly adopted by the Board of Directors. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.

     Section 2.  Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced.

     Section 3.  The business of the Corporation shall be managed by, or under
the direction of, its Board of Directors which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or
by the Certificate of Incorporation or by these By-laws directed or required to
be exercised or done by the stockholders.

     Section 4.  Unless otherwise provided by the Certificate of Incorporation
or by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares then entitled to vote at
an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 5.  The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Nevada.

     Section 6.  The first meeting of each newly elected Board of Directors
shall be held without other notice than this bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

                                        4


     Section 7.  Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

     Section 8.  Special meetings of the Board may be called by the President on
twenty-four (24) hours' notice to each director, either personally or by mail or
by facsimile communication; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
directors.

     Section 9.  At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third (1/3) of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation.

     If a quorum shall not be present at any meeting of the Board of Directors,
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     Section 10. Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof, may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

     Section 11. Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, members of the Board of Directors, or any committee thereof,
may participate in a meeting, by means of conference via telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                                        5


                             COMMITTEES OF DIRECTORS

     Section 12. The Board of Directors may, by resolutions passed by a majority
of the whole Board, designated one or more committees, each committee to consist
of one or more of the directors of the Corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

     Section 13. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

     Section 14. Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, the Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

     Section 15. Unless otherwise restricted by the Certificate of Incorporation
or By-law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares entitled to one vote at an
election of directors.

                                        6


                                   ARTICLE IV

                                     NOTICES

     Section 1.  Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     Section 2.  Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     Section 1.  The officers of the Corporation shall be chosen by the Board of
Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-laws otherwise provide.

     Section 2.  The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, one or more Vice-Presidents, a
Secretary and a Treasurer, and may choose one or more additional Vice-Presidents
and one or more Assistant Secretaries and one or more Assistant Treasurers.

     Section 3.  The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

                                        7


     Section 4.  The Board of Directors shall be responsible for establishing
the compensation and employee benefit policies and programs of the Corporation.

     Section 5.  The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

     Section 6.  The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

     Section 7.  He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

     Section 8.  In the election of officers, the Board of Directors may
designate one of the Vice-Presidents as Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice-Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

            (a)  The Executive Vice-President, if any;

            (b)  The Senior Vice-Presidents, if any, in the order designated by
     the Board of Directors or, in the absence of any designation, then in the
     order of their election;

                                        8


            (c)  All other Vice-Presidents in the order designated by the Board
     of Directors or, in the absence of any designation, then in the order of
     their election.

     Each Vice-President, when performing the duties of the President, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall perform such
other duties as may be assigned to him from time to time by the President or by
the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.  The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

     Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                        9


                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     Section 12. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     Section 13. If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

     Section 14. The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                                   ARTICLE VI

                             CERTFICATES FOR SHARES

     Section 1.  Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, the President or Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary of the Corporation,
certifying the number of shares represented by such certificate owned by him in
the Corporation.

                                       10


     Section 2.  Any or all the signatures on a certificate may be facsimile. In
case any officer, transfer agent or registrar who have signed or whose facsimile
signature or signatures have been placed upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate or
certificates is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     Section 3.  The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                TRANSFER OF STOCK

     Section 4.  Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

     Section 5.  In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other

                                       11


distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

     Section 6.  The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Nevada.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1.  Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

     Section 2.  Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for

                                       12


repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3.  All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

     Section 4.  The fiscal year of the Corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the Board of
Directors.

                                      SEAL

     Section 5.  The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Nevada". The seal may be used by causing it, or a facsimile thereof, to be
impressed or affixed or reproduced or otherwise.

                          INDEMNIFICATION OF DIRECTORS

                                  AND OFFICERS

     Section 6.
            (a)  RIGHT TO INDEMNIFICATION. Each person who was or is made a
     party or is threatened to be made a party to or is involved in any action,
     suit or proceeding, whether civil,

                                       13


     criminal, administrative or investigative (hereinafter a "Proceeding"), by
     reason of the fact that he or she, or a person of whom he or she is the
     legal representative, is or was a director or officer of the Corporation as
     a director, officer, employee or agent of another corporation or of a
     partnership, joint venture, trust or other enterprise, including service
     with respect to employee benefit plans, whether the basis of such
     proceeding is alleged action in an official capacity as a director,
     officer, employee or agent or in any other capacity while serving as a
     director, officer, employee or agent, shall be indemnified and held
     harmless by the Corporation to the fullest extent authorized by the Nevada
     General Corporation Law, as the same exists or may hereafter be amended
     (but, in the case of any such amendment, only to the extent that such
     amendment permits the Corporation to provide broader indemnification rights
     than said law permitted the Corporation to provide prior to such amendment)
     against all expense, liability and loss (including attorneys' fees,
     judgments, fines, ERISA excise taxes or penalties and amount paid to be
     paid in settlement) reasonably incurred or suffered by such person in
     connection therewith and such indemnification shall continue as to a person
     who has ceased to be a director, officer, employee or agent and shall inure
     to the benefit of his or her heirs, executors and administrators; provided,
     however, that except as provided in Paragraph (b) hereof, the Corporation
     shall indemnify any such person seeking indemnification in connection with
     a proceeding (or part thereof) initiated by such person only if such
     proceeding (or part thereof) was authorized by the Board of Directors of
     the Corporation. The right to indemnification conferred in this section
     shall be contract right and shall include the right to be paid by the
     Corporation the expenses incurred in defending any such proceeding in
     advance of its final disposition; provided, however, that if the Nevada
     General Corporation Law requires, the payment of such expenses incurred by
     a director or officer in his other capacity as a director or officer (and
     not in any other capacity in which service was or is rendered by such
     person while a director or officer including, without limitation, service
     to an employee benefit plan) in advance of the final disposition of a
     proceeding, shall be made only upon delivery to the Corporation of an
     undertaking, by or on behalf of such director or officer, to repay all
     amounts so advance if it shall ultimately be determined that such director
     or officer is not entitled to be indemnified under this Section or
     otherwise.

                                       14


            (b)  RIGHT TO CLAIMANT TO BRING SUIT. If a claim under Paragraph (a)
     of this Section is not paid in full by the Corporation within ninety (90)
     days after a written claim has been received by the Corporation, the
     claimant may at any time thereafter bring suit against the Corporation to
     recover the unpaid amount of the claim and, if successful in whole or in
     part, the claimant shall be entitled to be paid also the expense of
     prosecuting such claim. It shall be a defense to any such action (other
     than an action brought to enforce a claim for expenses incurred in
     defending any proceeding in advance of its final disposition where the
     required undertaking, if any is required, has been tendered to the
     Corporation) that the claimant has not met the standards of conduct which
     make it permissible under the Nevada General Corporation Law for the
     Corporation to indemnify the claimant for the amount claimed, but the
     burden of proving such defense shall be on the Corporation. Neither the
     failure of the Corporation (including its Board of Directors, independent
     legal counsel, or its stockholders) to have made a determination prior to
     the commencement of such action that indemnification of the claimant is
     proper in the circumstances because he or she has met the applicable
     standard of conduct set forth in the Nevada General Corporation Law, nor an
     actual determination by the Corporation (including its Board of Directors,
     independent legal counsel, or its stockholders) that the claimant has not
     met such applicable standard of conduct, shall be defense to the action or
     create a presumption that the claimant has not met the applicable standard
     of conduct.

            (c)  NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
     payment of expenses incurred in defending a proceeding in advance of its
     final disposition conferred in this section shall not be exclusive of any
     other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

            (d)  INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another corporation, partnership, joint venture, trust
     or other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person against
     such expense, liability or loss under the Nevada General Corporation Law.

                                       15


                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1.  These By-laws may be altered, amended or repealed or new
By-laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal By-laws is conferred upon the Board of Directors by the
Certificate of Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal By-laws.

                                       16

EX-3.35

                                                                    Exhibit 3.35

                          CERTIFICATE OF INCORPORATION

                                       OF

                               PLAYBOY JAPAN, INC.

                                      *****

     1.  The name of the Corporation is Playboy Japan, Inc.

     2.  The address of its registered office in the state of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

     3.  The nature of the business or purposes to be conducted or promoted is:

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     To manufacture purchase or otherwise acquire, invest in, own, mortgage
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of every class and
description.

     To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.

     To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.



     To borrow or raise money for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.

     In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this Certificate of Incorporation together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the corporation.

     The business and purposes specified in the foregoing clauses shall, except
where otherwise express, be in nowise limited or restricted by reference to, or
inference from, the terms of any other clause in this Certificate of
Incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent business and purposes.

     4.  The total number of shares of stock which the corporation shall have
authority to issue is:

         1,000 - $1.00 par value

     At all elections of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected by him, and he may cast all of such votes for
a single director or may distribute them among the number to be voted for, or
for any two or more of them as he may see fit.

     5.  The name and mailing address of each incorporator is as follows:



      NAME                                  MAILING ADDRESS
      ----                                  ---------------
                                         
      Playboy Enterprises Inc.              680 N. Lake Shore Drive
                                            Chicago, Illinois 60611


                                        2


     The name and mailing address of each person who is to serve as a director
until the first annual meeting of the stockholders or until a successor is
elected and qualified, is as follows:



      NAME                                  MAILING ADDRESS
      ----                                  ---------------
                                         
      Christie Hefner                       680 N. Lake Shore Drive
                                            Chicago, Illinois 60611

      Howard Shapiro                        680 N. Lake Shore Drive
                                            Chicago, Illinois 60611


     6.  The corporation is to have perpetual existence.

     7.  In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     To designate one or more committees, each committee to consist of one or
more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The by-laws may provide
that in the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the corporation,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to the following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval or (ii) adopting,
amending or repealing any by-law of the corporation.

     When and as authorized by the stockholders in accordance with law, to sell,
lease or exchange all or substantially all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such

                                        3


consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as its board of directors shall deem expedient and for the best
interests of the corporation.

     8.  Elections of directors need not be by written ballot unless the by-laws
of the corporation shall so provide.

     Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to tune by the
board of directors or in the by-laws of the corporation.

     Whenever a compromise or arrangement proposed between this corporation and
its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

     9.  The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute and all rights conferred upon stockholders
herein are granted subject to this reservation.

     10. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the

                                        4


State of Delaware, do make this Certificate, hereby declaring dad certifying
that this is our act and deed and the facts herein stated are true, and
accordingly have hereunto set our hands this 4th day of March, 1999.

                                PLAYBOY ENTERPRISES, INC.


                                By: /s/ Howard Shapiro
                                    ---------------------------------------
                                Howard Shapiro
                                Executive Vice President, Law and Administration
                                General Counsel and Secretary

                                        5

EX-3.36

                                                                    Exhibit 3.36

                               PLAYBOY JAPAN, INC.

                                      *****

                                     BY-LAWS

                                      *****

                                    ARTICLE I

                                     OFFICES

     Section 1.     The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

     Section 2.     The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may,
from time to time, determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.     All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
Board of Directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. Meetings of the stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

     Section 2.     Annual meetings of the stockholders, commencing with the
year 1999, shall be held on May 1st, if not a legal holiday, and if a legal
holiday, then on the next secular day following, or at such other date and time
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting, at which



they shall elect by a plurality vote a Board of Directors, and transact such
other business as may properly be brought before the meeting.

     Section 3.     The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

     Section 4.     Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     Section 5.     Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or

                                        2


purposes for which the meeting is called. The written notice of any meeting
shall be given to each stockholder entitled to vote at any such meeting not less
than ten nor more than sixty (60) days before the date of the meeting. If
mailed, notice is given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the records
of the Corporation.

     Section 6.     Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice. Section 7. The holders of
a majority of the stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business except as otherwise
provided by statute or by the Certificate of Incorporation. If, however, such
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.

     Section 8.     When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

                                        3


     Section 9.     Unless otherwise provided in the Certificate of
Incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof.

     Section 10.    Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     Section 1.     The number of directors which shall constitute the whole
board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

                                        4


     Section 2.     Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced.

     Section 3.     The business of the Corporation shall be managed by, or
under the direction of, its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these By-laws directed or
required to be exercised or done by the stockholders.

     Section 4.     Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 5.     The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 6.     The first meeting of each newly elected Board of Directors
shall be held without other notice than this bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

     Section 7.     Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

     Section 8.     Special meetings of the Board may be called by the President
on twenty-four (24) hours' notice to each director, either personally or by mail
or by

                                        5


facsimile communication; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
directors.

     Section 9.     At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third (1/3) of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation.

     If a quorum shall not be present at any meeting of the Board of Directors,
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     Section 10.    Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

     Section 11.    Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, members of the Board of Directors, or any
committee thereof, may participate in a meeting, by means of conference via
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

                                        6


                             COMMITTEES OF DIRECTORS

     Section 12.    The Board of Directors may, by resolutions passed by a
majority of the whole Board, designated one or more committees, each committee
to consist of one or more of the directors of the Corporation, which, to the
extent provided in the resolution and permitted by law, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation and may authorize the seal of the corporation to
be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.

     Section 13.    Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

     Section 14.    Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

     Section 15. Unless otherwise restricted by the Certificate of Incorporation
or By-law, any director or the entire Board of Directors may be removed, with or
without

                                        7


cause, by the holders of a majority of shares entitled to one vote at an
election of directors.

                                   ARTICLE IV

                                     NOTICES

     Section 1.     Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     Section 2.     Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     Section 1.     The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-laws otherwise provide:

     Section 2.     The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, one or more
Vice-Presidents, a

                                        8


Secretary and a Treasurer, and may choose one or more additional Vice-Presidents
and one or more Assistant Secretaries and one or more Assistant Treasurers.

     Section 3.     The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board. Section 4. The Board of Directors shall be
responsible for establishing the compensation and employee benefit policies and
programs of the Corporation.

     Section 5.     The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

     Section 6.     The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

     Section 7.     He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

                                        9


                               THE VICE-PRESIDENTS

     Section 8.     In the election of officers, the Board of Directors may
designate one of the Vice-Presidents as Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice-Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

                    (a)   The Executive Vice-President, if any;

                    (b)   The Senior Vice-Presidents, if any, in the order
designated by the Board of Directors or, in the absence of any designation, then
in the order of their election; (c) All other Vice-Presidents in the order
designated by the Board of Directors or, in the absence of any designation, then
in the order of their election.

     Each Vice-President, when performing the duties of the President, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall perform such
other duties as may be assigned to him from time to time by the President or by
the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.     The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of

                                       10


Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be. He shall have
custody of the corporate seal of the Corporation and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by his signature.

     Section 10.    The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11.    The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     Section 12.    He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

                                       11


     Section 13.    If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

     Section 14.    The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                                   ARTICLE VI

                             CERTIFICATES FOR SHARES

     Section 1.     Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, the President or Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary of the Corporation,
certifying the number of shares represented by such certificate owned by him in
the Corporation.

     Section 2.     Any or all the signatures on a certificate may be facsimile.
In case any officer, transfer agent or registrar who have signed or whose
facsimile signature or signatures have been placed upon a certificate shall have
ceased to be such officer,

                                       12


transfer agent or registrar before such certificate or certificates is issued,
it may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     Section 3.     The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                TRANSFER OF STOCK

     Section 4.     Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

     Section 5.     In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled

                                       13


to receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to any other action. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting: provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

                             REGISTERED STOCKHOLDER

     Section 6.     The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1.     Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

                                       14


     Section 2.     Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3.     All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

     Section 4.     The fiscal year of the Corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the Board of
Directors.

                                      SEAL

     Section 5.     The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                          INDEMNIFICATION OF DIRECTORS

                                  AND OFFICERS

     Section 6.     (a)  RIGHT TO INDEMNIFICATION. Each person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit or

                                       15


proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "Proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment) against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amount paid to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that except as provided in Paragraph (b)
hereof, the Corporation shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this section shall be
contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided,

                                       16


however, that if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his other capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advance if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise.

                    (b)  RIGHT TO CLAIMANT TO BRING SUIT. If a claim under
Paragraph (a) of this Section is not paid in full by the Corporation within
ninety (90) days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable

                                       17


standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.

                    (c)  NON-EXCLUSIVITY OF RIGHTS. The right to indemnification
and payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this section shall not be exclusive of any other
right which any person may have or hereafter acquired under any statute,
provision of the Certificate of Incorporation, Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

                    (d)  INSURANCE. The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1.     These By-laws may be altered, amended or repealed or new
By-laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meting of the

                                       18


stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new By-laws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal By-laws is conferred
upon the Board of Directors by the Certificate of Incorporation it shall not
divest or limit the power of the stockholders to adopt, amend or repeal By-laws.

                                       19

EX-3.37

                                                                    Exhibit 3.37

                          CERTIFICATE OF INCORPORATION

                                       OF

                             PLAYBOY GREETINGS, INC.

                                    * * * * *

          1.   The name of the corporation is

                             PLAYBOY GREETINGS, INC.

          2.   The address of its registered office in the State of Delaware is
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.

          3.   The nature of the business or purposes to be conducted or
promoted is:

          Printing, creation, selling and distribution of greeting cards,
stationary a,;4 office supplies.

          To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

          To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal
in and deal with goods, wares and merchandise and personal property of every
class and description.

          To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, riots, assets and property, and to undertake or assume
the whole or any part of the obligations or liabilities of any person, firm,
association or corporation.

          To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes,



copyrights, trade-marks and trade names, relating to or useful in connection
with any business of this corporation.

          To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange,; transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital stock,
or any voting trust certificates in respect of the shares of capital stock,
scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, chosen in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privilege of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.

          To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or

                                        2


otherwise dispose of such bonds or other obligations of the corporation for its
corporate purposes.

          To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own; hold, improve, employ, use and
otherwise deal in and with real or personal property, or any interest therein,
wherever situates and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of the corporation's property and
assets, or any interest therein, wherever situated.

          In general, to possess and exercise all the powers and privileges
granted by the General Corporation law of Delaware or by any other law of
Delaware or by this certificate of incorporation together with any powers
incidental thereto, so far as such powers end privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purposes
of the corporation.

          The business and purposes specified in the foregoing c pauses shell,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the term of any other clause in this
certificate of incorporation, but the business and purposes specified in each or
the foregoing clauses of this article shall be regaled as independent business
and purposes.

          4.   The total number of shares of stock which the corporation shall
have authority to issue is two hundred and fifty (250) shares of Common Stock
and the par value or each of such shares is Two Hundred Dollars ($200.00)
amounting in the aggregate to Fifty Thousand Dollars ($50,000.00).

          At all elections of directors of the corporation, each stockholder
shall be entitled to as many votes as shall equal the number of votes which
(except for such

                                        3


provision as to cumulative voting) he would be entitled to cast for the election
of directors with respect to his shares of stock multiplied by the number of
directors to be elected, and he may cast all of such votes for a single director
or may distribute them among the number to be voted for, or for any two or swore
of them as he say see fit.

          5.   A. The name and mailing address of each incorporation is as
follows:



                NAME                            MAILING ADDRESS
                ----                            ---------------
                                        
       B. J. Consono                       100 West Tenth Street
                                           Wilmington, Delaware

       F. J. Obara, Jr.                    100 West Tenth Street
                                           Wilmington, Delaware

       J. L. Rivera                        100 West Tenth Street
                                           Wilmington, Delaware


          5.   B. The name and mailing address of each person, who is to serve
as a director until the first annual meeting of the stockholders or until a
successor is elected and qualified, is as follows:



                NAME                            MAILING ADDRESS
                ----                            ---------------
                                        
       Hugh M. Hefner                      919 North Michigan Avenue
                                           Chicago, Illinois 50611

       Glenn Hefner                        919 North Michigan Avenue
                                           Chicago, Illinois 50611

       Robert S. Preuss                    919 North Michigan Avenue
                                           Chicago, Illinois 50611


          6.   The corporation is to have perpetual existence

          7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

          To make, alter or repeal the by-laws of the corporation.

                                        4


          To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.

          To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it web created.

          By a majority or the whole board, to designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. The by-laws may provide that in the absence or disqualification
of a member or a committee, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
or in the by-laws of the corporation, shall have and say exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or by-laws, expressly, so

                                       5


provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.

          When and as authorized by the stockholders in y; accordance with
statute, to sell, lease or exchange all or substantially all of the property and
assets or the corporation, including its good will and its corporate franchises,
upon such terns and conditions and for such consideration, which away consist in
whole or in part of money or property including shares of stock in and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the beat interests of the corporation.

          8.   No contract or other transaction between the corporation and any
person, firm, association or corporation and no other act of this corporation
shall, in the absence of fraud, be invalidated or in any way affected by the
feat that any of the directors of the corporation are, directly or indirectly,
pecuniarily or otherwise interested in such contract, transaction or other act
or related to or interested in such person, firm, association or corporation as
director, stockholder, officer, employee, member or otherwise. Any director of
the corporation individually, or any firm or association of which any director
may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the corporation, provided that the
fact that he individually or such firm or association is so interested shall be
disclosed or known to the board of directors or a majority of such members
thereof as shall be present at any meeting of the board of directors, or of any
committee of directors having the powers of the full board, at which action upon
any such contract, transaction or other act is taken, and if such fact shall be
so disclosed or known, any director of this corporation

                                        6


so related or otherwise interested rosy be counted in determining the presence
of a quorum at any meeting of the board of directors or of such committee at
which action upon any such contract, transaction or act shall be taken and may
vote thereat with respect to such action with like force and effect as if he
were not so related or interested. Any director of the corporation may vote upon
any contract or (other transaction between the corporation and any subsidiary
for affiliated corporation without regard to the fact that he is also a director
of such subsidiary or affiliated corporation.

          9.   The corporation shall indemnify any and all of its directors or
officers or former directors or officers or any parson who may have served at
its request as a director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a party,
by reason of being or having been directors or officers or a director or officer
of the corporation, or of such other corporation, except in relation to matters
as to which any such director or officer or former director or officer or person
shall be adjudged in such action, suit or proceeding to be liable for negligence
or misconduct in the performance of duty. Such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of stockholders, or otherwise.

          10.  Meetings of stockholders my be held within or without the State
of Delaware, as the by-laws may provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to tune by the
board of directors or in the

                                        7


by-laws of the corporation. Elections of directors need not be by written ballot
unless the by-laws of the corporation shall so provide.

          11.  The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

          WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereunto set our hands this 24th day of
August 1970.

                                        /s/ B. J. Consono
                                        ----------------------------------------

                                        /s/ F. J. Obara, Jr.
                                        ----------------------------------------

                                        /s/ J. L. Rivera
                                        ----------------------------------------

                                        8


STATE OF DELAWARE       )
                        )     ss:
COUNTY OF NEW CASTLE    )

          BE IT REMEMBERED that on this 24th day of August, 1970, personally
came before me, a Notary Public for the State of Delaware, B. J. Consono, F.
J.Obara, Jr. and J. L. Rivera, all of the parties, to the foregoing certificate
of incorporation, known to me personally to be such, and severally acknowledged
the said certificate to be the act and deed of the signers respectively and that
the facts stated therein are true.

          GIVEN under my hand and seal of office the day and year aforesaid.

                                        /s/ [illegible]
                                        ----------------------------------------
                                                         Notary Public


                                                         [SEAL]



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

          PLAYBOY GREETINGS, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

          FIRST: That the Board of Directors of said corporation, by unanimous
consent of its members, filed with the minutes of the meetings of the Board of
Directors, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:

     IT IS HEREBY RESOLVED, that the Certificate of Incorporation of PLAYBOY
     GREETINGS, INC. be amended by changing the Article thereof numbered "FIRST"
     so that, as amended, said Article shall be and read as follows:

                         The name of the corporation is

                               PLAYBOY SALES, INC.

     FURTHER RESOLVED, that the Certificate of Incorporation of PLAYBOY
     GREETINGS, INC. be amended by changing the Article thereof numbered "THIRD"
     so that, as amended, said Article shall be and read as follows:

          THIRD, the nature of the business, or objects or purposes to be
     transacted, promoted or carried on are:

          To create, institute and lay out business and sales procedures for the
     conduct of business enterprises, to furnish the services of managers,
     technicians, supervisors, salesmen and other types and kind of personnel
     required to manage, administer, sell and operate the business or property
     of any person, partnership or corporation.

          To aid and instruct others to more efficiently conduct business
     operations, to institute office, business and sales procedures and in
     general to furnish managerial, administrative, sales and supervisory talent
     and services through business enterprises.



          To engage in the business of advisers, consultants, managers and sales
     agents in all branches of business, and to contract for, acquire, plan,
     superintend, manage, operate, cooperate with, and assist in the maintenance
     and operation of business enterprises of any and every kind; and to own,
     operate, manage, assist, finance, supervise and otherwise deal with
     corporations, associations, business, financial and other enterprises of
     all kinds.

          To compile and disseminate information, data and advice in respect to
     matters of a commercial, statistical and business nature; to enter into
     agreements with any corporation, association, individual, or enterprise in
     promoting, advising, consulting with, and maintaining and operating any
     business enterprise; and to aid and assist in any manner any corporation,
     association or organization with which this company may have business
     relations.

          To purchase, or otherwise acquire, invest in, own, sell, assign,
     transfer or otherwise dispose of, trade, deal in and deal with goods, wares
     and personal property of every class and description as merchants,
     wholesale and retail, consignees, assignees, importers and exporters.

          To purchase or otherwise acquire, hold, own, mortgage, sell, convey or
     otherwise dispose of, real property of every class and description in any
     of the States, Districts or Territories of the United States, and in any
     and all foreign countries.

          In general, to carry on any other business in connection with the
     foregoing, and to have and exercise all the powers conferred by the laws of
     Delaware upon corporations formed under the General Corporation Law of the
     State of Delaware, and to do any or all of the things hereinbefore set
     forth to the same extent as natural persons might or could do.

          The objects and purposes specified in the foregoing clauses shall,
     except where otherwise expressed, be in nowise limited or restricted by
     reference to, or inference from, the terms of any other clause in this
     Certificate of Incorporation, but the objects and purposes specified in
     each of the foregoing clauses of this article shall be regarded as
     independent objects and purposes.

          SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of Delaware.

                                        2


          THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of Delaware.

          FOURTH: That said amendment does not effect any change in the issued
shares of said corporation.

          IN WITNESS WHEREOF, said PLAYBOY GREETINGS, INC. has caused its
corporate seal to be hereunto affixed arid this Certificate to be signed by
Glenn L. Hefner, a Vice President, and Robert S. Preuss, its Secretary, this
20th day of July, 1971.

                                        PLAYBOY GREETINGS, INC.


                                        By /s/ Glenn L. Hefner
                                        ----------------------------------------
                                               Vice President

ATTEST:


/s/ Robert S. Preuss
- --------------------------------
               Secretary


STATE OF ILLINOIS)
                 )
COUNTY OF COOK   )

          BE IT REMEMBERED that on this 20th day of July 1971, personally came
before me, a Notary Public in and for the County and State aforesaid, Glenn L.
Hefner, Vice President, and Robert S. Preuss, Secretary, of PLAYBOY GREETINGS,
INC., a corporation of the State of Delaware, and they duly executed said
Certificate before me and severally acknowledged the said Certificate to be
their act and deed and the act and deed of said corporation and the facts stated
therein are true that the signatures

                                        3


of the said officers are in the handwriting of each of said officers
respectively; and that the seal affixed to said Certificate is the common or
corporate seal of said corporation.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.

                                        /s/ Gilbert S. Simon
                                        ----------------------------------------
                                        Notary Public

                                        [SEAL]

                                        4


             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

                             AND OF REGISTERED AGENT

          It is hereby certified that:

          1.   The name of the corporation (hereinafter called the
"corporation") is PLAYBOY SALES, INC.

          2.   The registered office of the corporation within the State of
Delaware is hereby changed to 223 South State Street, City of Dover 19901,
County of Kent.

          3.   The registered agent of the corporation within the State of
Delaware is hereby changed to The Prentice-Hall Corporation System, Inc., the
business office of which is identical with the registered office of the
corporation as hereby changed.

          4.   The corporation has authorized the changes hereinbefore set forth
by resolution of its Board of Directors.

Signed on February 18, 1977.


                                        /s/ William H. Klein
                                        ----------------------------------------
                                        William H. Klein, Vice-President

ATTEST:


/s/ Howard Shapiro
- ---------------------------------
Howard Shapiro, Asst.-Secretary



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                               PLAYBOY SALES, INC.

          PLAYBOY SALES, INC., a Delaware corporation (the "Corporation"),
pursuant to Section 242 of the General Corporation Law of the State of Delaware,
hereby certifies that:

          FIRST: On July 1, 1993, the Board of Directors of the Corporation
adopted the following resolution setting forth and recommending a proposed
amendment to the Certificate of Incorporation of the Corporation:

          RESOLVED, that the Board of Directors deems it advisable, and the
     Board hereby recommends, that the Certificate of Incorporation of the
     Corporation be amended by amending Article 1., which Article shall read in
     its entirety as follows:

          "1.  FIRST. The name of the corporation is Playboy Gaming
     International, Ltd."

          2.   SECOND: Thereafter the foregoing proposed amendment was approved
     by the written consent of the sole stockholder of the Corporation pursuant
     to Section 228 of the General Corporation Law of the State of Delaware.

          3.   THIRD: The foregoing amendment was duty adopted in accordance
     with the provisions of Section 242 of the General Corporation Law of the
     State of Delaware.



          IN WITNESS WHEREOF, PLAYBOY SALES, INC. has caused this Certificate of
Amendment to be duly executed this 1st day of July, 1993.

                                        PLAYBOY SALES, INC.
                                        (a Delaware corporation)


                                        /s/ Howard Shapiro
                                        ----------------------------------------
                                                      Howard Shapiro
                                                    Vice President and
                                                    Assistant Secretary

                                        2


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                       PLAYBOY GAMING INTERNATIONAL, LTD.

          PLAYBOY GAMING INTERNATIONAL, LTD., a Delaware corporation (the
"Corporation"), pursuant to Section 242 of the General Corporation Law of the
State of Delaware, hereby certifies that:

          1.   FIRST: On October 12, 1993, the Board of Directors of the
Corporation adopted the following resolution setting forth and recommending a
proposed amendment to the Certificate of Incorporation of the Corporation:

          RESOLVED, that the Board of Directors deems it advisable, end the
     Board hereby recommends, that the Certificate of incorporation of the
     Corporation be amended by amending Article 3., which Article shall read in
     its entirety as follows:

          'To transact any and all lawful business for which a Corporation may
     be organized under the Delaware General Corporation Law."

          2.   SECOND: Thereafter the foregoing proposed amendment was approved
by the written consent of the sole stockholder of the Corporation pursuant to
Section 228 of' the General Corporation Law of the State of Delaware.

          3.   THIRD: The foregoing amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.



          IN WITNESS WHEREOF, PLAYBOY GAMING INTERNATIONAL, LTD. has caused this
Certificate of Amendment to be duly executed this 12th day of October, 1993.

                                        PLAYBOY SALES, INC.
                                        (a Delaware corporation)


                                        /s/ Howard Shapiro
                                        ----------------------------------------
                                                      Howard Shapiro
                                                    Vice President and
                                                    Assistant Secretary

                                        2


                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *


          Playboy Gaming International, Ltd. a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

          The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present registered office of the corporation is in the county of Kent.

          The Board of Directors of Playboy Gaming International, Ltd. adopted
the following resolution on the 20th day of May, 1994.

          Resolved, that the registered office of Playboy Gaining International,
     Ltd. in the state of Delaware be and it hereby is changed to Corporation
     Trust Center, 1209 Orange Street, in the City of Wilmington, County of New
     Castle, and the authorization of the present register agent of this
     corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST
     COMPANY shall be and is hereby constituted and appointed the registered
     agent of this corporation at the address of its registered office.



          IN WITNESS WHEREOF, Playboy Gaming International, Ltd. has caused this
statement to be signed by Howard Shapiro, its Senior Vice President attested by
Irma Villarreal, its Secretary this 20th day of May, 1994.


                                        By /s/ Howard Shapiro
                                           -------------------------------------
                                           Howard Shapiro, Senior Vice President

ATTEST:


By /s/ Irma Villarreal
   --------------------------------
   Irma Villarreal, Secretary

                                        2

EX-3.38

                                                                    Exhibit 3.38

                       PLAYBOY GAMING INTERNATIONAL, LTD.
                         (FORMERLY PLAYBOY SALES, INC.)

                                     -O-0-O-

                                   B Y L A W S

                                     -O-0-O-

                                    ARTICLE I

                                     OFFICES

     Section 1.  The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

     Section 2.  The Corporation may also have offices at such other places both
within and without of the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.  Meetings of the stockholders for the election of Directors
shall be held in the City of Chicago, State of Illinois, at such place as may be
fixed from time to time by the Board of Directors, or at such other place either
within or without the State of Delaware as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     Section 2.  Annual meetings of stockholders, commencing with the year 1971,
shall be held on the first Friday of August, if not a legal holiday, and if a
legal holiday, then on the next secular day following, at 11:00 a.m., or at such
other date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.



     Section 3.  Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote
thereat not less than ten nor more than fifty days before the date of the
meeting.

     Section 4.  The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholders. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

     Section 5.  Special meeting of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of a majority of the Board of Directors,
or at the request in writing of stockholders owning a majority in amount of the
entire capital stock of the corporation issued and outstanding and entitled to
vote. Such request shall state the purpose of purposes of the proposed meeting.

     Section 6.  Written notice of a special meeting stating the place, date and
hour of the meeting shall be given not less than ten nor more than fifty days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.

     Section 7.  Attendance of a person at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the stockholders need be specified in any
written waiver of notice unless so required by the Certificate of Incorporation.

     Section 8.  The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the



transaction of business except otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meetings at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     Section 9.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation a different vote is required in which case such
express provision shall govern and control the decision of such question.

     Section 10. Each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

     Section 11. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken for or in connection with any corporation
action, by any provision of the statutes, the meeting and vote of stockholders
may be dispensed with if all of the stockholders who would have been entitled to
vote upon the action if such meeting were held shall consent in writing to such
corporate action being taken; or if the Certificate of Incorporation authorizes
the action to be taken; or if the Certificate of Incorporation authorizes the
action to be taken with the written consent of the holder of less than all of
the stock who would have been entitled to vote upon the action if a meeting were
held, then on the written consent of the stockholders having not less than such
percentage of the number of votes as may be authorized in the Certificate of
Incorporation; provided that in no case shall the written consent be by the
holder of stock having less than the minimum percentage of the vote required by
statute for the proposed corporate action, and provided that prompt notice must
be given to all stockholders of the taking of corporate action without a meeting
and by less than unanimous written consent.



                                   ARTICLE III

                                    DIRECTORS

     Section 1.  The number of Directors which shall constitute the whole Board
shall constitute the whole Board shall be three. The Directors shall be elected
at the annual meeting of the stockholders, except as provided in Section 2 of
this Article, and each Director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.

     Section 2.  Vacancies and newly created directorships resulting from any
increase in the authorized number of Directors may be filled by a majority of
the Directors then in office, though less than a quorum, or by a sole remaining
Director, and the Directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no Directors in office, then an election of
Directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the Directors then in
office shall constitute, less than a majority of the whole Board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such Directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the Directors chosen by
the Directors then in office.

     Section 3.  The business of the corporation shall be managed by its Board
of Directors which may exercise all such powers of the corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 4.  The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 5.  The first meeting of each newly elected Board of Directors
shall be held at such time and place and shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter



provided for special meetings of the Board of Directors, or as shall be
specified in a written waiver signed by all the Directors.

     Section 6.  Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

     Section 7.  Special meetings of the Board may be called by the President on
one day's notice to each Director, either personally or by mail or by telegram;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two Directors. Attendance of a
Director at a meeting shall constitute a waiver of notice of such meeting,
except when a Director attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

     Section 8.  At all meetings of the Board two Directors shall constitute a
quorum for the transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as my be otherwise specifically provided by
statute or by the Certificate of Incorporation. If a quorum shall not e present
at any meeting of the board of Directors the Directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

     Section 9.  Unless otherwise restricted by the Certificate of Incorporation
or these by-laws, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors. Or of any committee thereof may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

                             COMMITTEES OF DIRECTORS

     Section 10. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of two or more of the Directors of the corporation. The Board may designate one
or more Directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. Any such
committee, tot he extent provided in the



resolution, shall have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
provided, however, that in the absence or disqualification of any member of such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint member of the Board of Directors to act at the meeting
in the place of any such absent or disqualified member. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors.

     Section 11. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

     Section 12. The Directors may be paid their expenses, if any, of attendance
at each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

     Section 1.  Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these by-laws, notice is required to be given
to any Director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
Director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice may be given in
writing, by mail, addressed to such Director or stockholder, at his address as
it appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall e
deposited in the United States mail. Notice to Directors may also be given by
telegram.

     Section 2.  The Board of Directors at its first meeting after each annual
meeting after each annual meeting of stockholders shall choose a President, one
or more Vice Presidents, a Secretary and a Treasurer.



     Section 3.  The Board if Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

     Section 4.  The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

     Section 5.  The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may e removed at any time by the affirmative vote of a majority of
the Board of Directors. Any vacancy occurring in any office of the corporation
shall e filled by the Board of Directors.

                                  THE PRESIDENT

     Section 6.  The President shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

     Section 7.  He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
executing thereof shall be expressly delegated by the Board of Directors to some
other officers or agents of the corporation.

                               THE VICE PRESIDENT

     Section 8.  In the absence of the President or in the event of his
inability or refusal to act, the Vice President, or if there shall be more than
one the Vice Presidents in the order designated, or in the absence of any
designation then in the order of their election, shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. The vice Presidents shall perform such
other duties and have such other powers as the Board of Directors may from time
to time prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

     Section 9.  The Secretary shall attend all meetings of the Board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors,



and shall perform such other duties as may be prescribed by the Board of
Directors or President, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an Assistant
Secretary shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the corporation and to attest the
affixing by his signature.

     Section 10. The Assistant Secretary, or if there be more than one the
Assistant Secretaries in the order determined by the Board of Directors, or in
the absence of designation then in the order of their election, shall, in the
absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                      THE TREASURER AND ASSISTANT TREASURER

     Section 11. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

     Section 12. He shall disburse the funds of the corporation as may be
ordered by the Board of directors, taking proper vouchers for such
disbursements, and shall render to the President and the board of Directors, at
is regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurers and of the financial conditions of the
corporation.

     Section 13. If required by the Board of Directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

     Section 14. The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers, in the order determined by the Board of Directors, or
in the absence of designation, then in the order of their election, shall, in
the absence of the Treasurer or in the event of his inability or refusal to act,
perform the duties and exercise



the powers of the Treasurer and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                                   ARTCILE VI

                              CERTIFICATES OF STOCK

     Section 1.  Every holder of stock in the corporation shall be entitled to
have a certificate, signed by, or in the name of the corporation by, the
Chairman or vice Chairman of the Board of Directors, or the President or a Vice
President and the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary of the corporation, certifying the number of shares owned by
him in the corporation. Certificates may be issued for partly paid shares and in
such case upon the face or back of the certificates issued to represent any such
partly paid shares, the total amount of the consideration to be paid therefor,
and the amount paid thereon shall be specified.

     Section 2.  Where a certificate is countersigned (1) by a transfer agent
other than the corporation or its employee, or, (2) by a registrar other than
the corporation or its employee, any other signature on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as it he were
such officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

     Section 3.  The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, required the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the corporation a bond in such



sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

                               TRANSFERS OF STOCK

     Section 4.  Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

     Section 5.  In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividends or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

     Section 6.  The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1.  Dividends upon the capital stock of the corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting,



pursuant to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the Certificate of Incorporation.

     Section 2.  Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

     Section 3.  The Board of Directors shall present at each annual meeting and
at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS

     Section 4.  All checks or demands for money and notes of the corporation
shall be signed by such officer or officers of such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

     Section 5.  The fiscal year of the corporation shall be fixed by resolution
of the Board of Directors.

                                      SEAL

     Section 6.  The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Delaware." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1.  These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting.



                                   ARTICLE IX

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Section 1.  The corporation shall to the full extent permitted by Section
145 of the Delaware General Corporation Law, as amended from time to time,
indemnify all persons whom it may indemnify pursuant thereto. The
indemnification authorized hereby shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under or through
any agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in the official capacity of those seeking indemnification and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such
persons. The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability under the provisions of Section
145.

EX-3.39

                                                                    Exhibit 3.39

                          CERTIFICATE OF INCORPORATION

                                       OF

                           PLAYBOY CRUISE GAMING, INC.

                                      *****


1.   The name of the Corporation is Playboy Cruise Gaming, Inc.

2.   The address of its registered office in the state of Delaware is
     Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
     County of New Castle. The name of its registered agent at such address is
     The Corporation Trust Company.

3.   The nature of the business or purposes to be conducted or promoted is:

               Gaming Boats

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of every class and
description.

     To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful is connection with any business of this corporation.

     To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all



acts and things necessary or advisable for the preservation, protection,
improvement and enhancement in value thereof.

     To borrow or raise money for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable of non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.

     In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this Certificate of Incorporation together with any powers incidental thereto,
so far as such power and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the corporation.

     The business and purposes specified in the foregoing clauses shall, except
where otherwise express, be in nowise limited or restricted by reference to, or
inference from, the terms of any other clause in this Certificate of
Incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent business and purposes.

4.   The total number of shares of stock which the corporation shall have
     authority to issue is:

          1,000 shares of common stock par value of $1.00 per share.

     At all elections of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected by him, and he may cast all of such votes for
a single director or may distribute them among the numbers to be voted for, or
for any two or more of them as he may see fit.

                                        2


5.   The name and mailing address of each incorporator is as follows:



     NAME                                          MAILING ADDRESS
     ----                                          ---------------
                                                
     Playboy Gaming International, Ltd.            680 N. Lake Shore Drive
                                                   Chicago, Illinois 60611


     The name and mailing address of each person who is to serve as a director
until the first annual meeting of the stockholders or until a successor is
elected and qualified, is as follows:



     NAME                                          MAILING ADDRESS
     ----                                          ---------------
                                                
     Howard Shapiro                                680 N. Lake Shore Drive
                                                   Chicago, Illinois 60611

     Christie Hefner                               680 N. Lake Shore Drive
                                                   Chicago, Illinois 60611


6.   The corporation is to have a perpetual existence.

7.   In furtherance and not in limitation of the powers conferred by statute,
     the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

          To designate one or more committees, each committee to consist of one
or more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The by-laws may provide
that in the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the corporation,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
requite it; but no such committee shall have the power or authority in reference
to the following matters: (i) approving or adopting, or recommending to the
stockholders, any action or

                                        3


matter expressly required by the Delaware General Corporation Law to be
submitted to stockholders for approval or (ii) adopting, amending or repealing
any by-law of the corporation.

     When and as authorized by the stockholders in accordance with law, to sell,
lease or exchange all or substantially all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.

8.   Elections of directors need not be by written ballot unless the by-laws of
     the corporations so provide.

     Meetings of stockholders may be held with or without the State of Delaware,
as the by-laws may provide. The books of the corporation may be kept (subject to
any provision contained in the statutes) outside the State of Delaware at such
place or places as may be designated from time to time by the board of directors
or in the by-laws of the corporation.

     Whenever a compromise or arrangement proposed between this corporation and
its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

9.   The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

10.  A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its

                                        4


stockholders (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction from which the
director derived any improper benefit.

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this Certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 24th day of June,1998.

                                  PLAYBOY GAMING INTERNATIONAL, LTD.


                                  By: /s/ Howard Shapiro
                                      ------------------------------------------
                                      Howard Shapiro
                                      Senior Vice President and Secretary

                                        5


                                   SHORT FORM
                           CERTIFICATE OF DISSOLUTION
                  PURSUANT TO SECTIONS 275 AND 391 (a) (5) (ii)

11.  Name of Corporation;  PLAYBOY CRUISE GAMING, INC.

12.  The Corporation has no assets and has ceased transacting business.

13.  The Corporation, for each year since its incorporation in this State, has
     been required to pay only the minimum franchise tax then prescribed by
     Section 503 of the General Corporation Law of the State of Delaware.

14.  The Corporation has paid all franchise taxes and fees due to or assessable
     by this State through the end of the year in which the certificate of
     dissolution is filed.

15.  The dissolution has been authorized by the Board of Directors and
     stockholders or by unanimous consent of stockholders on November 2, 1998

16.  The names and addresses of the directors and officers of the Corporation
     are as follows:



Name                  Title                       Address

                                            
Christie Hefner       Director                    680 N. Lake Shore Drive, Chicago, 60611

                      Director/Vice President
Howard Shapiro                Secretary           680 N. Lake Shore Drive, Chicago, 60611

Garry Saunders                President           680 N. Lake Shore Drive, Chicago, 60611

                      Assistant Secretary/
Robert Campbell             Treasurer             680 N. Lake Shore Drive, Chicago, 60611

                      Vice President/
Linda Havard          Assistant Treasurer         680 N. Lake Shore Drive, Chicago, 60611


17.  The signatory hereto acknowledges the above statements to be true.


                                  By: /s/ Howard Shapiro
                                      ------------------------------------------
                                      Howard Shapiro
                                      Senior Vice President and Secretary



                            CERTIFICATE OF REVOCATION
                                       OF
                        VOLUNTARY DISSOLUTION PROCEEDINGS

          Playboy Cruise Gaming, Inc., a corporation organized under the General
Corporation Law of the State of Delaware, the Certificate of Dissolution of
which was filed in the office of the Secretary of State of Delaware on the 2nd
day of November 1998

DOES HEREBY CERTIFY:

1.   The name of the corporation is Playboy Cruise Gaming, Inc.

2.   The names and respective addresses of its officers are:



      Name                          Address
      ----                          -------
                                 
      Garry Saunders                680 N. Lake Shore Drive
                                    Chicago, Illinois 60611

      Howard Shapiro                680 N. Lake Shore Drive
                                    Chicago, Illinois 60611

      Robert Campbell               680 N. Lake Shore Drive
                                    Chicago, Illinois 60611

      Linda Havard                  680 N. Lake Shore Drive
                                    Chicago, Illinois 60611


3.   The names and respective addresses of its directors are:



      Name                          Address
      ----                          -------
                                 
      Christie Hefner               680 N. Lake Shore Drive
                                    Chicago, Illinois 60611

      Howard Shapiro                680 N. Lake Shore Drive
                                    Chicago, Illinois 60611


4.   That, in lieu of a meeting and vote of stockholders, the stockholders have
     given their written consent to the revocation in accordance with Section
     228 of the General Corporation Law of the State of Delaware.



     IN WITNESS WHEREOF, said Playboy Cruise Gaming, Inc. has caused this
Certificate to be signed by Howard Shapiro, its Vice President and Secretary
this 4th day of May, 1999.

                                  PLAYBOY CRUISE GAMING, INC.


                                  By: /s/ Howard Shapiro
                                      ------------------------------------------
                                      Howard Shapiro
                                      Senior Vice President and Secretary

                                        2

EX-3.40

                                                                    Exhibit 3.40

                           PLAYBOY CRUISE GAMING, INC.

                                    * * * * *

                                  B Y - L A W S

                                    * * * * *


                                    ARTICLE I

                                     OFFICES

     Section 1.     The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

     Section 2.     The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may,
from time to time, determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.     All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
Board of Directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting.



Meetings of the stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

     Section 2.     Annual meetings of the stockholders, commencing with the
year 1998, shall be held on November 1st, if not a legal holiday, and if a legal
holiday, then on the next secular day following, or at such other date and time
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting, at which they shall elect by a plurality vote a Board
of Directors, and transact such other business as may properly be brought before
the meeting.

     Section 3.     The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

     Section 4.     Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in

                                        2


writing of a majority of the Board of Directors, or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
Corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.

     Section 5.     Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty (60) days before
the date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

     Section 6.     Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 7.     The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned

                                        3


meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

     Section 8.     When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

     Section 9.     Unless otherwise provided in the Certificate of
Incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof.

     Section 10.    Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                        4


                                   ARTICLE III

                                    DIRECTORS

     Section 1.     The number of directors which shall constitute the whole
board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

     Section 2.     Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced.

     Section 3.     The business of the Corporation shall be managed by, or
under the direction of, its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these By-laws directed or
required to be exercised or done by the stockholders.

                                        5


     Section 4.     Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 5.     The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 6.     The first meeting of each newly elected Board of Directors
shall be held without other notice than this bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

     Section 7.     Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

     Section 8.     Special meetings of the Board may be called by the President
on twenty-four (24) hours' notice to each director, either personally or by mail
or by facsimile communication; special meetings shall be called by the President
or Secretary in like manner and on like notice on the written request of two
directors.

     Section 9.     At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third (1/3) of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any

                                        6


meeting at which there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation.

     If a quorum shall not be present at any meeting of the Board of Directors,
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     Section 10.    Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

     Section 11.    Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, members of the Board of Directors, or any
committee thereof, may participate in a meeting, by means of conference via
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

     Section 12.    The Board of Directors may, by resolutions passed by a
majority of the whole Board, designated one or more committees, each committee
to consist of one or more of the directors of the Corporation, which, to the
extent provided in the

                                        7


resolution and permitted by law, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
Corporation and may authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors.

     Section 13.    Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

     Section 14.    Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

     Section 15.    Unless otherwise restricted by the Certificate of
Incorporation or By-law, any director or the entire Board of Directors may be
removed, with or without

                                        8


cause, by the holders of a majority of shares entitled to one vote at an
election of directors.

                                   ARTICLE IV

                                     NOTICES

     Section 1.     Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

    Section 2.      Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     Section 1.     The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The

                                        9


Board of Directors may also choose additional Vice-Presidents, and one or more
Assistant Secretaries and Assistant Treasurers. Any number of offices may be
held by the same person, unless the Certificate of Incorporation or these
By-laws otherwise provide.

     Section 2.     The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, one or more
Vice-Presidents, a Secretary and a Treasurer, and may choose one or more
additional Vice-Presidents and one or more Assistant Secretaries and one or more
Assistant Treasurers.

     Section 3.     The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

     Section 4.     The Board of Directors shall be responsible for establishing
the compensation and employee benefit policies and programs of the Corporation.

     Section 5.     The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                       10


                                  THE PRESIDENT

     Section 6.     The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

     Section 7.     He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

     Section 8.     In the election of officers, the Board of Directors may
designate one of the Vice-Presidents as Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice-Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

          (a)       The Executive Vice-President, if any;

          (b)       The Senior Vice-Presidents, if any, in the order designated
     by the Board of Directors or, in the absence of any designation, then in
     the order of their election;

          (c)       All other Vice-Presidents in the order designated by the
     Board of Directors or, in the absence of any designation, then in the order
     of their election.

                                       11


     Each Vice-President, when performing the duties of the President, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall perform such
other duties as may be assigned to him from time to time by the President or by
the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.     The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

     Section 10.    The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or

                                       12


in the event of his inability or refusal to act, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11.    The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     Section 12.    He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     Section 13.    If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

                                       13


     Section 14.    The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                                   ARTICLE VI

                             CERTFICATES FOR SHARES

     Section 1.     Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, the President or Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary of the Corporation,
certifying the number of shares represented by such certificate owned by him in
the Corporation.

     Section 2.     Any or all the signatures on a certificate may be facsimile.
In case any officer, transfer agent or registrar who have signed or whose
facsimile signature or signatures have been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
or certificates is issued, it may be issued by the Corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.

                                       14


                     LOST, STOLEN OR DESTROYED CERTIFICATES

     Section 3.     The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                TRANSFER OF STOCK

     Section 4.     Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

     Section 5.     In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof,

                                       15


or entitled to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

     Section 6.     The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                       16


                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1.     Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

     Section 2.     Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3.     All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                       17


                                   FISCAL YEAR

     Section 4.     The fiscal year of the Corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the Board of
Directors.

                                      SEAL

     Section 5.     The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                          INDEMNIFICATION OF DIRECTORS

                                  AND OFFICERS

     Section 6.

          (a)       RIGHT TO INDEMNIFICATION. Each person who was or is made a
     party or is threatened to be made a party to or is involved in any action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative (hereinafter a "Proceeding"), by reason of the fact that he
     or she, or a person of whom he or she is the legal representative, is or
     was a director or officer of the Corporation as a director, officer,
     employee or agent of another corporation or of a partnership, joint
     venture, trust or other enterprise, including service with respect to
     employee benefit plans, whether the basis of such proceeding is alleged
     action in an official

                                       18


     capacity as a director, officer, employee or agent or in any other capacity
     while serving as a director, officer, employee or agent, shall be
     indemnified and held harmless by the Corporation to the fullest extent
     authorized by the Delaware General Corporation Law, as the same exists or
     may hereafter be amended (but, in the case of any such amendment, only to
     the extent that such amendment permits the Corporation to provide broader
     indemnification rights than said law permitted the Corporation to provide
     prior to such amendment) against all expense, liability and loss (including
     attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
     amount paid to be paid in settlement) reasonably incurred or suffered by
     such person in connection therewith and such indemnification shall continue
     as to a person who has ceased to be a director, officer, employee or agent
     and shall inure to the benefit of his or her heirs, executors and
     administrators; provided, however, that except as provided in Paragraph (b)
     hereof, the Corporation shall indemnify any such person seeking
     indemnification in connection with a proceeding (or part thereof) initiated
     by such person only if such proceeding (or part thereof) was authorized by
     the Board of Directors of the Corporation. The right to indemnification
     conferred in this section shall be contract right and shall include the
     right to be paid by the Corporation the expenses incurred in defending any
     such proceeding in advance of its final disposition; provided, however,
     that if the Delaware General Corporation Law requires, the payment of such
     expenses incurred by a director or officer in his other capacity as a
     director or officer (and not in any other capacity in which service was or
     is rendered by such person while a director or officer including,

                                       19


     without limitation, service to an employee benefit plan) in advance of the
     final disposition of a proceeding, shall be made only upon delivery to the
     Corporation of an undertaking, by or on behalf of such director or officer,
     to repay all amounts so advance if it shall ultimately be determined that
     such director or officer is not entitled to be indemnified under this
     Section or otherwise.

          (b)       RIGHT TO CLAIMANT TO BRING SUIT. If a claim under Paragraph
     (a) of this Section is not paid in full by the Corporation within ninety
     (90) days after a written claim has been received by the Corporation, the
     claimant may at any time thereafter bring suit against the Corporation to
     recover the unpaid amount of the claim and, if successful in whole or in
     part, the claimant shall be entitled to be paid also the expense of
     prosecuting such claim. It shall be a defense to any such action (other
     than an action brought to enforce a claim for expenses incurred in
     defending any proceeding in advance of its final disposition where the
     required undertaking, if any is required, has been tendered to the
     Corporation) that the claimant has not met the standards of conduct which
     make it permissible under the Delaware General Corporation Law for the
     Corporation to indemnify the claimant for the amount claimed, but the
     burden of proving such defense shall be on the Corporation. Neither the
     failure of the Corporation (including its Board of Directors, independent
     legal counsel, or its stockholders) to have made a determination prior to
     the commencement of such action that indemnification of the claimant is
     proper in the circumstances because he or she has met the applicable
     standard of conduct set forth in the Delaware General Corporation Law, nor
     an actual determination by the Corporation (including its

                                       20


     Board of Directors, independent legal counsel, or its stockholders) that
     the claimant has not met such applicable standard of conduct, shall be
     defense to the action or create a presumption that the claimant has not met
     the applicable standard of conduct.

          (c)       NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
     payment of expenses incurred in defending a proceeding in advance of its
     final disposition conferred in this section shall not be exclusive of any
     other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

          (d)       INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another corporation, partnership, joint venture, trust
     or other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person against
     such expense, liability or loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1.     These By-laws may be altered, amended or repealed or new
By-laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular

                                       21


meeting of the stockholders or of the Board of Directors or at any special
meting of the stockholders or of the Board of Directors if notice of such
alteration, amendment, repeal or adoption of new By-laws be contained in the
notice of such special meeting. If the power to adopt, amend or repeal By-laws
is conferred upon the Board of Directors by the Certificate of Incorporation it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal By-laws.

                                       22

EX-3.41

                                                                    Exhibit 3.41

                          CERTIFICATE OF INCORPORATION

                                       OF

                             PLAYBOY GAMING UK, LTD.


1.   The name of the Corporation is Playboy Gaming UK, Ltd.

2.   The address of its registered office in the state of Delaware is
     Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
     County of New Castle. The name of its registered agent at such address is
     The Corporation Trust Company.

3.   The nature of the business or purposes to be conducted or promoted is:

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of every class and
description.

     To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.

     To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and



things necessary or advisable for the preservation protection improvement and
enhancement in value thereof.

     To borrow or raise money for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.

     In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this Certificate of Incorporation together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the corporation.

     The business and purposes specified in the foregoing clauses shall, except
where otherwise express, be in nowise limited or restricted by reference to, or
inference from, the terms of any other clause in this Certificate of
Incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent business and purposes.

4.   The total number of shares of stock which the corporation shall have the
     authority to issue is:

                 1,000 - $.01 par value

     At all elections of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected by him, and he may cast all of such votes for
a single director or may distribute them among the number to be voted for, or
for any two or more of them as he may see fit.



5.   The name and mailing address of each incorporator is as follows:



     NAME                                   MAILING ADDRESS
     ----                                   ---------------
                                         
     Playboy Gaming International, Ltd.        680 N. Lake Shore Drive
                                            Chicago, Illinois 60611


     The name and mailing address of each person who is to serve as a director
     until the first annual meeting of the stockholders or until a successor is
     elected and qualified, is as follows:



     NAME                                   MAILING ADDRESS
     ----                                   ---------------
                                         
     Christie Hefner                        680 N. Lake Shore Drive
                                            Chicago, Illinois 60611

     Howard Shapiro                         680 N. Lake Shore Drive
                                            Chicago, Illinois 60611


6.   The corporation is to have perpetual existence.

7.   In furtherance and not in limitation of the powers conferred by statute,
     the Board of Directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     To designate one or more committees, each committee to consist of one or
more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The by-laws may provide
that in the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the corporation,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to the following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware General



Corporation Law to be submitted to stockholders for approval or (ii) adopting,
amending or repealing any by-law of the corporation.

     When and as authorized by the stockholders in accordance with law, to sell,
lease or exchange all or substantially all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.

8.   Elections of directors need not be by written ballot unless the by-laws of
     the corporation shall so provide.

     Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

     Whenever a compromise or arrangement proposed between this corporation and
its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

9.   The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.



10.  A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this Certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 31st day of May, 2000.

                                       Playboy Gaming International, Ltd.


                                       By: /s/ Howard Shapiro
                                           --------------------------------
                                            Howard Shapiro
                                           Senior Vice President and Secretary

EX-3.42

                                                                    Exhibit 3.42

                             PLAYBOY GAMING UK, LTD.

                                    * * * * *

                                  B Y - L A W S

                                    * * * * *

                                    ARTICLE I

                                     OFFICES

     Section 1.  The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

     Section 2.  The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may, from
time to time, determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.  All meetings of the stockholders for the election of directors
shall be held at such place as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Meetings of the stockholders for any other purpose
may be held at such time and place, within or without the State of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

     Section 2.  Annual meetings of the stockholders, commencing with the year
2001, shall be held on May 1st, if not a legal holiday, and if a legal holiday,
then on the next secular day following, or at such other date and time as shall
be designated from time to time by the Board of



Directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.

     Section 3.  The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

     Section 4.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     Section 5.  Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty (60) days before
the date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

                                        2


     Section 6.  Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 7.  The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

     Section 8.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

     Section 9.  Unless otherwise provided in the Certificate of Incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of capital stock having voting power
held by such stockholder, but no proxy shall be valid unless it provides that it
may only be voted on at a specific meeting of stockholders or any adjournment or
adjournments thereof.

     Section 10. Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing,

                                        3


setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     Section 1.  The number of directors which shall constitute the whole board
shall be such number, not less than one nor more than four, as may be determined
from time to time by resolution duly adopted by the Board of Directors. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.

     Section 2.  Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced.

     Section 3.  The business of the Corporation shall be managed by, or under
the direction of, its Board of Directors which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or
by the Certificate of Incorporation or by these By-laws directed or required to
be exercised or done by the stockholders.

                                        4


     Section 4.  Unless otherwise provided by the Certificate of Incorporation
or by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares then entitled to vote at
an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 5.  The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 6.  The first meeting of each newly elected Board of Directors
shall be held without other notice than this bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

     Section 7.  Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

     Section 8.  Special meetings of the Board may be called by the President on
twenty-four (24) hours' notice to each director, either personally or by mail or
by facsimile communication; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
directors.

     Section 9.  At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third (1/3) of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation.

     If a quorum shall not be present at any meeting of the Board of Directors,
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

                                        5


     Section 10. Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof, may be taken without a
meeting, if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.

     Section 11. Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, members of the Board of Directors, or any committee thereof,
may participate in a meeting, by means of conference via telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

     Section 12. The Board of Directors may, by resolutions passed by a majority
of the whole Board, designated one or more committees, each committee to consist
of one or more of the directors of the Corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

     Section 13. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                                        6


                            COMPENSATION OF DIRECTORS

     Section 14. Unless otherwise restricted by the Certificate of Incorporation
or these By-laws, the Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

     Section 15. Unless otherwise restricted by the Certificate of Incorporation
or By-law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares entitled to one vote at an
election of directors.

                                   ARTICLE IV

                                     NOTICES

     Section 1.  Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     Section 2.  Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing,

                                        7


signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     Section 1.  The officers of the Corporation shall be chosen by the Board of
Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-laws otherwise provide.

     Section 2.  The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, one or more Vice-Presidents, a
Secretary and a Treasurer, and may choose one or more additional Vice-Presidents
and one or more Assistant Secretaries and one or more Assistant Treasurers.

     Section 3.  The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

     Section 4.  The Board of Directors shall be responsible for establishing
the compensation and employee benefit policies and programs of the Corporation.

     Section 5.  The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                        8


                                  THE PRESIDENT

     Section 6.  The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

     Section 7.  He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

     Section 8.  In the election of officers, the Board of Directors may
designate one of the Vice-Presidents as Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice-Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

          (a)    The Executive Vice-President, if any;

          (b)    The Senior Vice-Presidents, if any, in the order designated by
     the Board of Directors or, in the absence of any designation, then in the
     order of their election;

          (c)    All other Vice-Presidents in the order designated by the Board
     of Directors or, in the absence of any designation, then in the order of
     their election.

     Each Vice-President, when performing the duties of the President, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall

                                        9


perform such other duties as may be assigned to him from time to time by the
President or by the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.  The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

     Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                       10


                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     Section 12. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     Section 13. If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

     Section 14. The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                                       11


                                   ARTICLE VI

                             CERTFICATES FOR SHARES

     Section 1.  Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, the President or Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary of the Corporation,
certifying the number of shares represented by such certificate owned by him in
the Corporation.

     Section 2.  Any or all the signatures on a certificate may be facsimile. In
case any officer, transfer agent or registrar who have signed or whose facsimile
signature or signatures have been placed upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate or
certificates is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     Section 3.  The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                       12


                                TRANSFER OF STOCK

     Section 4.  Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

     Section 5.  In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting: provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                             REGISTERED STOCKHOLDER

     Section 6.  The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such

                                       13


share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1.  Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

     Section 2.  Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3.  All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                       14


                                   FISCAL YEAR

     Section 4.  The fiscal year of the Corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the Board of
Directors.

                                      SEAL

     Section 5.  The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                          INDEMNIFICATION OF DIRECTORS

                                  AND OFFICERS

     Section 6.

          (a)    RIGHT TO INDEMNIFICATION. Each person who was or is made a
     party or is threatened to be made a party to or is involved in any action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative (hereinafter a "Proceeding"), by reason of the fact that he
     or she, or a person of whom he or she is the legal representative, is or
     was a director or officer of the Corporation as a director, officer,
     employee or agent of another corporation or of a partnership, joint
     venture, trust or other enterprise, including service with respect to
     employee benefit plans, whether the basis of such proceeding is alleged
     action in an official capacity as a director, officer, employee or agent or
     in any other capacity while serving as a director, officer, employee or
     agent,

                                       15


     shall be indemnified and held harmless by the Corporation to the fullest
     extent authorized by the Delaware General Corporation Law, as the same
     exists or may hereafter be amended (but, in the case of any such amendment,
     only to the extent that such amendment permits the Corporation to provide
     broader indemnification rights than said law permitted the Corporation to
     provide prior to such amendment) against all expense, liability and loss
     (including attorneys' fees, judgments, fines, ERISA excise taxes or
     penalties and amount paid to be paid in settlement) reasonably incurred or
     suffered by such person in connection therewith and such indemnification
     shall continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of his or her heirs,
     executors and administrators; provided, however, that except as provided in
     Paragraph (b) hereof, the Corporation shall indemnify any such person
     seeking indemnification in connection with a proceeding (or part thereof)
     initiated by such person only if such proceeding (or part thereof) was
     authorized by the Board of Directors of the Corporation. The right to
     indemnification conferred in this section shall be contract right and shall
     include the right to be paid by the Corporation the expenses incurred in
     defending any such proceeding in advance of its final disposition;
     provided, however, that if the Delaware General Corporation Law requires,
     the payment of such expenses incurred by a director or officer in his other
     capacity as a director or officer (and not in any other capacity in which
     service was or is rendered by such person while a director or officer
     including, without limitation, service to an employee benefit plan) in
     advance of the final disposition of a proceeding, shall be made only upon
     delivery to the Corporation of an undertaking, by or on behalf of such
     director or officer, to repay all amounts so advance if it shall ultimately
     be determined that such director or officer is not entitled to be
     indemnified under this Section or otherwise.

          (b)    RIGHT TO CLAIMANT TO BRING SUIT. If a claim under Paragraph
     (a) of this Section is not paid in full by the Corporation within ninety
     (90) days after a written claim

                                       16


     has been received by the Corporation, the claimant may at any time
     thereafter bring suit against the Corporation to recover the unpaid amount
     of the claim and, if successful in whole or in part, the claimant shall be
     entitled to be paid also the expense of prosecuting such claim. It shall be
     a defense to any such action (other than an action brought to enforce a
     claim for expenses incurred in defending any proceeding in advance of its
     final disposition where the required undertaking, if any is required, has
     been tendered to the Corporation) that the claimant has not met the
     standards of conduct which make it permissible under the Delaware General
     Corporation Law for the Corporation to indemnify the claimant for the
     amount claimed, but the burden of proving such defense shall be on the
     Corporation. Neither the failure of the Corporation (including its Board of
     Directors, independent legal counsel, or its stockholders) to have made a
     determination prior to the commencement of such action that indemnification
     of the claimant is proper in the circumstances because he or she has met
     the applicable standard of conduct set forth in the Delaware General
     Corporation Law, nor an actual determination by the Corporation (including
     its Board of Directors, independent legal counsel, or its stockholders)
     that the claimant has not met such applicable standard of conduct, shall be
     defense to the action or create a presumption that the claimant has not met
     the applicable standard of conduct.

          (c)    NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
     payment of expenses incurred in defending a proceeding in advance of its
     final disposition conferred in this section shall not be exclusive of any
     other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

          (d)    INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another

                                       17


     corporation, partnership, joint venture, trust or other enterprise against
     any such expense, liability or loss, whether or not the Corporation would
     have the power to indemnify such person against such expense, liability or
     loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1.  These By-laws may be altered, amended or repealed or new
By-laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal By-laws is conferred upon the Board of Directors by the
Certificate of Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal By-laws.

                                       18

EX-3.43

                                                                    Exhibit 3.43


                          CERTIFICATE OF INCORPORATION

                                       OF

                             PLAYBOY BOOK CLUB, INC.

                                    * * * * *

     1.   The name of the corporation is PLAYBOY BOOK CLUB, INC.

     2.   The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.

     3.   The nature of the business or purposes to be conducted or promoted is:

     To publish, produce, distribute and sell books prints, publications and
other printed matter of all kinds.

     To engage in any lawful act or activity for which corporations may be
organized under General Corporation Law of Delaware.

     To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of every class and
description.

     To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.



     To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.

     To borrow or raise moneys for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise,
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.

     In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this certificate of incorporation together with any powers incidental thereto,
so far as such



powers and privileges are necessary or convenient to the conduct, promotion or
attainment of the business or purposes of the corporation.

     The business and purposes specified in the foregoing clauses shall, except
where otherwise expressed, be in nowise limited or restricted by reference to,
or inference from, the terms of any other clause in this certificate of
incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent business and purposes.

     4.   The total number of shares of stock which the corporation shall have
authority to issue is two hundred and fifty (250) shares of Common Stock and the
par value of each of such shares is Two Hundred Dollars ($200.00) amounting in
the aggregate to Fifty Thousand Dollars ($50,000.00).

     At all elections of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected, and he may cast all of such votes for a
single director or may distribute them among the number to be voted for, or for
any two or more of them as he may see fit.

     5A.  The name and mailing address of each incorporator is as follows:



          NAME                               MAILING ADDRESS
          ----                               ---------------
                                   
        B. J. Consono                 100 West Tenth Street
                                      Wilmington, Delaware

        F. J. Obara, Jr.              100 West Tenth Street
                                      Wilmington, Delaware

        J. L. Rivera                  100 West Tenth Street
                                      Wilmington, Delaware


     5B.  The name and mailing address of each person, who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified, is as follows:



        NAME                               MAILING ADDRESS
        ----                               ---------------
                                     
     Lance Hooper                       919 North Michigan Avenue
                                        Chicago, Illinois  60611

     Glenn Hefner                       919 North Michigan Avenue
                                        Chicago, Illinois  60611

     Robert S. Preuss                   919 North Michigan Avenue
                                        Chicago, Illinois  60611


     6.   The corporation is to have perpetual existence.

     7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     By a majority of the whole board, to designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. The by-laws may provide that in the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
or in the by-laws of the corporation, shall have and may exercise all the powers



and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution or by-laws, expressly so
provide, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.

     When and as authorized by the stockholders in accordance with statute, to
sell, lease or exchange all or substantially all of the property and assets of
the corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of the money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.

     8.   No contract or other transaction between the corporation and any
person, firm, association or corporation and no other act of this corporation
shall, in the absence of fraud, be invalidated or in any way affected by the
fact that any of the directors of the corporation are, directly or indirectly,
pecuniarily or otherwise interested in such contract, transaction or other act
or related to or interested in such person, firm, association or corporation as
director, stockholder, officer, employee, member or otherwise. Any director of
the corporation individually, or any firm or association of which any director
may be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the corporation, provided that the
fact that he individually or such firm or association is so interested shall be
disclosed or known to the board of directors or a majority of such members
thereof as shall be present at any meeting of the board of directors, or of any
committee of directors having the powers of the full board, at which action upon
any such contract, transaction or other act



is taken, and if such fact shall be so disclosed or known, any director of this
corporation so related or otherwise interested may be counted in determining the
presence of a quorum at any meeting of the board of directors or of such
committee at which action upon any such contract, transaction or act shall be
taken and may vote thereat with respect to such action with like force and
effect as if he were not so related or interested. Any director of the
corporation may vote upon any contract or other transaction between the
corporation and any subsidiary or affiliated corporation without regard to the
fact that he is also a director of such subsidiary or affiliated corporation.

     9.   The corporation shall indemnify any and all of its directors or
officers or former directors or officers or any person who may have served at
its request as a director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a party,
by reason of being or having been directors or officers or a director or officer
of the corporation, or of such other corporation, except in relation to matters
as to which any such director or officer or former director or officer or person
shall be adjudged in such action, suit or proceeding to be liable for negligence
or misconduct in the performance of duty. Such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of stockholders, or otherwise.

     10.  Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.

     11.  The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.



     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 14th day of September, 1970.

                                /s/ B. J. Consono
                                ----------------------------

                                /s/ F. J. Obara, Jr.
                                ----------------------------

                                /s/ J. L. Rivera
                                ----------------------------

STATE OF DELAWARE        }
                         } ss:
COUNTY OF NEW CASTLE     }

     BE IT REMEMBERED that on this 14th day of September, 1970, personally came
before me, a Notary Public for the State of Delaware, B. J. Consono, F. J.
Obara, Jr. and J. L. Rivera, all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledged the
said certificate to be the act and deed of the signers respectively and that the
facts stated therein are true.

     GIVEN under my hand and seal of office the day and year aforesaid.

                                 /s/ Johanna Mcmalley
                                --------------------------
                                      Notary Public

                                [SEAL]



             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

                             AND OF REGISTERED AGENT

          It is hereby certified that:

          1.   The name of the corporation(hereinafter called the "corporation")
     is PLAYBOY BOOK CLUB, INC.

          2.   The registered office of the corporation within the State of
     Delaware is hereby changed to 229 South State Street, City of Dover 19901,
     County of Kent.

          3.   The registered agent of the corporation within the State of
     Delaware is hereby changed to The Prentice-Hall Corporation System, Inc.,
     the business office of which is identical with the registered office of the
     corporation as hereby changed.

          4.   The corporation has authorized the changes hereinbefore set forth
     by resolution of its Board of Directors.


Signed on February 18, 1977.

                                           /s/ William H. Klein
                                          -----------------------------
                                          William H. Klein
                                          Vice President

Attest:

 /s/ Howard Shapiro
- ---------------------------
Howard Shapiro
Asst. Secretary



                                                            --------------------
                         CERTIFICATE OF AMENDMENT                877244070
                                                                   FILED
                                   OF                            12:30 PM
                                                                SEP 1 1987
                       CERTIFICATE OF INCORPORATION          /s/ MICHAEL [H   ]
                                                             SECRETARY OF STATE
                                   OF                       --------------------

                         PLAYBOY BOOK CLUB, INC.

     PLAYBOY BOOK CLUB, INC., a Delaware corporation (the "Corporation")
pursuant to Section 242 of the General Corporation Law of the State of Delaware,
hereby certifies that:

     FIRST:    On August 18, 1987, the Board of Directors of the Corporation
adopted the following resolution setting forth and recommending proposed
amendments to the Certificate of Incorporation of the Corporation:

          RESOLVED, that the Board of Directors deems it advisable, and the
          Board hereby recommends, that the Certificate of Incorporation of the
          Corporation be amended by amending Articles 1. and 3. and by deleting
          Article 9. and inserting in lieu thereof a new Article 9., which
          Articles shall read in their entirety as follows:

               "1.  The name of the corporation is The Fashion Licensing Group,
          Inc.

               3.   The purpose of the corporation is to engage in any lawful
          act or activity for which corporations may be organized under the
          Delaware General Corporation Law.

               9.   A director of the corporation shall not be personally liable
          to the corporation or its stockholders for monetary damages for breach
          of fiduciary duty as a director, except for liability (i) for any
          breach of the director's duty of loyalty to the corporation or its
          stockholders, (ii) for acts or omissions not in good faith or which
          involve intentional misconduct or a knowing violation of law, (iii)
          under Section 174 of the Delaware General Corporation Law, or (iv) for
          any transaction from which the director derived an improper personal
          benefit. If the Delaware General Corporation Law is amended after
          approval by the stockholders of this article to



          authorize corporate action further eliminating or limiting the
          personal liability of directors, then the liability of a director of
          the corporation shall be eliminated or limited to the fullest extent
          permitted by the Delaware General Corporation Law, as so amended.

               Any repeal or modification of the foregoing paragraph by the
          stockholders of the corporation shall not adversely affect any right
          or protection of a director of the corporation existing at the time of
          such repeal or modification."

     SECOND:   Thereafter the foregoing proposed amendments were approved by the
written consent of the sole stockholder of the Corporation pursuant to Section
228 of the General Corporation Law of the State of Delaware.

     THIRD:    The foregoing amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, PLAYBOY BOOK CLUB, INC. has caused this Certificate of
Amendment to be duly executed this 19th day of August, 1987.

                                        PLAYBOY BOOK CLUB, INC.


                                        By  /s/ Howard Shapiro
                                           ---------------------------
                                           Howard Shapiro
                                           Vice President

ATTEST:


/s/ Dale C. Gordon
- --------------------------
Dale C. Gordon
Secretary



                         CERTIFICATE OF AMENDMENT                877258040
                                                            --------------------
                                   OF                              FILED
                                                                 12:20 PM
                       CERTIFICATE OF INCORPORATION             SEP 15 1987
                                                             /s/ MICHAEL [H   ]
                                   OF                        SECRETARY OF STATE
                                                            --------------------
                    THE FASHION LICENSING GROUP, INC.

     THE FASHION LICENSING GROUP, INC., a Delaware corporation (the
"Corporation") pursuant to Section 242 of the General Corporation Law of the
State of Delaware, hereby certifies that:

     FIRST:    On September 14, 1987, the Board of Directors of the Corporation
adopted the following resolution setting forth and recommending a proposed
amendment to the Certificate of Incorporation of the Corporation:

     RESOLVED, that the Board of Directors deems it advisable, and the Board
     hereby recommends, that the Certificate of Incorporation of the Corporation
     be amended by amending Article 1., which Article shall read in its entirety
     as follows:

          "1. The name of the corporation is Licensing Unlimited, Inc."

     SECOND:   Thereafter the foregoing proposed amendment was approved by the
written consent of the sole stockholder of the Corporation pursuant to Section
228 of the General Corporation Laws of the State of Delaware.

     THIRD:    The foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.



     IN WITNESS WHEREOF, THE FASHION LICENSING GROUP, INC. has caused this
Certificate of Amendment to be duly executed this 14th day of September, 1987.


                                        THE FASHION LICENSING GROUP, INC.


                                        By  /s/ Howard Shapiro
                                           ---------------------------
                                            Howard Shapiro
                                            Vice President


ATTEST:
 /s/ Dale C. Gordon
- --------------------------
Dale C. Gordon
Secretary



                            CERTIFICATE OF AMENDMENT             909024909
                                                            --------------------
                                       OF                          FILED
                                                                    9AM
                           CERTIFICATE OF INCORPORATION         JAN 24 1998
                                                             /s/ MICHAEL H[   ]
                                       OF                    SECRETARY OF STATE
                                                            --------------------
                            LICENSING UNLIMITED, INC.

     LICENSING UNLIMITED, INC., a Delaware corporation (the "Corporation")
pursuant to Section 242 of the General Corporation Law of the State of Delaware,
hereby certifies that:

     FIRST:    On January 22, 1990, the Board of Directors of the Corporation
adopted the following resolution setting forth and recommending a proposed
amendment to the Certificate of Incorporation of the Corporation:

          RESOLVED, that the Board of Directors deems it advisable, and the
     Board hereby recommends, that the Certificate of Incorporation of the
     Corporation be amended by amending Article 1., which Article shall read in
     its entirety as follows:

          "1. The name of the corporation is Lifestyle Brands, Ltd."

     SECOND:   Thereafter the foregoing proposed amendment was approved by the
written consent of the sole stockholder of the Corporation pursuant to Section
228 of the General Corporation Law of the State of Delaware.

     THIRD:    The foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.



     IN WITNESS WHEREOF, LICENSING UNLIMITED, INC. has caused this Certificate
of Amendment to be duly executed this 22nd day of January, 1990.


                                                     LICENSING UNLIMITED, INC.


                                        By  /s/ Howard Shapiro
                                           ---------------------------
                                            Howard Shapiro
                                            Vice President

ATTEST:
 /s/ Dale C. Gordon
- --------------------------
Dale C. Gordon
Secretary

                                        2


                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

     Lifestyle Brands, Ltd. a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present registered office of the corporation is in the county of Kent.

     The Board of Directors of Lifestyle Brands, Ltd. adopted the following
resolution on the 20th day of May , 1994.

     Resolved, that the registered office of Lifestyle Brands, Ltd. in the state
of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present register agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.

     IN WITNESS WHEREOF, Lifestyle Brands, Ltd. has caused this statement to be
signed by Howard Shapiro , its Vice President , and attested by Irma Villarreal,
its Secretary this


20th day of May 1994

                                        By  /s/ Howard Shapiro
                                           ---------------------------
                                            Howard Shapiro, Vice President

ATTEST:
By /s/ Irma Villarreal
  --------------------------
   Irma Villarreal, Secretary

EX-3.44

                                                                    Exhibit 3.44

                             LIFESTYLE BRANDS, LTD.

                                     -O-O-O-

                                     BYLAWS

                                     -O-O-O-

                                    ARTICLE I

                                     OFFICES

     SECTION 1.     The principal office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

     SECTION 2.     The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1.     Meetings of the stockholders for the election of directors
shall be held at such place, either within or without the State of Delaware, as
may be fixed from time to time, by the Board of Directors, and as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

     SECTION 2.     Annual meetings of stockholders shall be held on the first
Tuesday of November, if not a legal holiday, and if a legal holiday, then the
next secular



day following, at which meetings they shall elect by a plurality vote a Board of
Directors, and transact such other business as may properly be brought before
the meeting.

     SECTION 3.     The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

     SECTION 4.     Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     SECTION 5.     Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state

                                        2


the place, date and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. The written notice of
any meeting shall be given to each stockholder entitled to vote at any such
meeting not less than ten nor more than sixty days before the date of the
meeting. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the Corporation.

     SECTION 6.     Business transacted at any special meeting of stockholders
shall be 1imited to the purposes stated in the notice.

     SECTION 7.     The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

     SECTION 8.     When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which

                                        3


case such express provision shall govern and control the decision of such
question. Each nominee for director, in order to be elected at a meeting, must
receive the vote of the holders of a majority of the stock having power to vote
in the election of the Board of Directors and present in person or represented
by proxy at such meeting.

     SECTION 9.     Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof; except where the transfer books of
the Corporation have been closed or a date has been fixed as a record date for
the determination of its stockholders entitled to vote, no share of stock shall
be voted on at any election for directors which has been transferred on the
books of the Corporation within twenty days next preceding such election for
directors.

     SECTION 10.    Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or to an officer or agent of the Corporation having custody of the book in which
proceedings of

                                        4


meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1.     The number of directors which shall constitute the whole
Board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2. of this Article, and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

     SECTION 2.     Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.

     SECTION 3.     The business of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

     SECTION 4.     Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without

                                        5


cause, by the holders of a majority of shares then entitled to vote at an
election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

     SECTION 5.     The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     SECTION 6.     The first meeting of each newly elected Board of Directors
shall be held without other notice than this Bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

     SECTION 7.     Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

     SECTION 8.     Special meetings of the Board may be called by the President
on twenty-four hours' notice to each director, either personally, by telegram or
by facsimile, or on five days' notice by mail; special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of two directors.

     SECTION 9.     At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third of the total number of authorized directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors, present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically provided
by statute or by the Certificate of Incorporation.

                                        6


     If a quorum shall not be present at any meeting of the Board of Directors
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     SECTION 10.    Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceeding of the Board or
committee.

     SECTION 11.    Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

     SECTION 12.    The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it.

                                        7


Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of Directors.

     SECTION 13.    Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

     SECTION 14.    The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

     SECTION 1.     Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     SECTION 2.     Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                        8


                                    ARTICLE V

                                    OFFICERS

     SECTION 1.     The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Two or more
offices may be held by the same person.

     SECTION 2.     The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, a Vice President, a
Secretary and a Treasurer, and may choose one or more additional Vice Presidents
and one or more Assistant Secretaries and Assistant Treasurers.

     SECTION 3.     The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

     SECTION 4.     The Board of Directors shall be responsible for establishing
the compensation and employee benefit policies and programs of the Corporation.

     SECTION 5.     The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                                        9


                                  THE PRESIDENT

     SECTION 6.     The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall have the general powers and
duties of management usually vested in the chief executive officer of
corporations.

                               THE VICE PRESIDENTS

     SECTION 7.     In the election of officers, the Board of Directors may
designate one of the Vice Presidents as an Executive Vice President and one or
more of the Vice Presidents as a Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

               (a)  The Executive Vice President, if any;

               (b)  The Senior Vice Presidents, if any, in the order designated
     by the Board of Directors or, in the absence of any designation, then in
     the order of their election;

               (c)  All other Vice Presidents in the order designated by the
     Board of Directors or, in the absence of any designation, then in the order
     of their election.

     Each Vice President when performing the duties of the President shall have
all the powers of and be subject to all the restrictions upon the President.
Each Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the

                                       10


Corporation and shall perform such other duties as may be assigned to him from
time to time by the President or by the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     SECTION 8.     The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

     SECTION 9.     The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     SECTION 10.    The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in

                                       11


books belonging to the Corporation and shall deposit all monies and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.

     SECTION 11.    He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     SECTION 12.    If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

     SECTION 13.    The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

     SECTION 1.     Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
President or Vice

                                       12


President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary of the Corporation, certifying the number of shares
represented by such certificate owned by him in the Corporation.

     SECTION 2.     The signatures on any stock certificate of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     SECTION 3.     The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may

                                       13


be made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

     SECTION 4.     Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                     CLOSING OF TRANSFER BOOKS; RECORD DATE

     SECTION 5.     The Board of Directors may fix in advance a date, not
exceeding sixty days or less than ten days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of such dividend, or to any
such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case such stockholders and only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting and

                                       14


any adjournment thereof, or to receive payment of such dividend, or to receive
such allotment of rights, or to exercise such rights, or to give such consent,
as the case may be, notwithstanding any transfer of any stock on the books of
the Corporation after any such record date fixed as aforesaid.

                             REGISTERED STOCKHOLDERS

     SECTION 6.     The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     SECTION 1.     Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation.

     SECTION 2.     Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to

                                       15


meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for such other purpose as the directors
shall think conducive to the interest of the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     SECTION 3.     All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

     SECTION 4.     The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

     SECTION 5.     The corporate seal shall be circular in form with the name
"LIFESTYLE BRANDS, LTD." at top, "Delaware" at the bottom and the words
"Corporate Seal" in the center. Pursuant to the General Corporation Law of
Delaware, the Corporation may use such seal by causing it or a facsimile thereof
to be impressed or affixed, or reproduced, or otherwise, and which corporate
seal may be altered at pleasure.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     SECTION 6.

               (a)  RIGHT TO INDEMNIFICATION. Each person who was or is made a
     party or is threatened to be made a party to or is involved in any action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative (hereinafter a "proceeding"), by reason of the fact that he
     or she, or a person of whom he or she is the legal representative, is or
     was a director or officer of the Corporation or is

                                       16


     or was serving at the request of the Corporation as a director, officer,
     employee or agent of another corporation or of a partnership, joint
     venture, trust or other enterprise, including service with respect to
     employee benefit plans, whether the basis of such proceeding is alleged
     action in an official capacity as a director, officer, employee or agent or
     in any other capacity while serving as a director, officer, employee or
     agent, shall be indemnified and held harmless by the Corporation to the
     fullest extent authorized by the Delaware General Corporation Law, as the
     same exists or may hereafter be amended (but, in the case of any such
     amendment, only to the extent that such amendment permits the Corporation
     to provide broader indemnification rights than said law permitted the
     Corporation to provide prior to such amendment) against all expense,
     liability and loss (including attorneys' fees, judgments, fines, ERISA
     excise taxes or penalties and amounts paid to be paid in settlement)
     reasonably incurred or suffered by such person in connection therewith and
     such indemnification shall continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the benefit of his
     or her heirs, executors and administrators; provided, however, that except
     as provided in Paragraph (b) hereof, the Corporation shall indemnify any
     such person seeking indemnification in connection with a proceeding (or
     part thereof) initiated by such person only if such proceeding (or part
     thereof) was authorized by the Board of Directors of the Corporation. The
     right to indemnification conferred in this section shall be a contract
     right and shall include the right to be paid by the Corporation the
     expenses incurred in defending any such proceeding in advance of its final
     disposition; provided, however, that if the

                                       17


     Delaware General Corporation Law requires, the payment of such expenses
     incurred by a director or officer in his or her capacity as a director or
     officer (and not in any other capacity in which service was or is rendered
     by such person while a director or officer including, without limitation,
     service to an employee benefit plan) in advance of the final disposition of
     a proceeding, shall be made only upon delivery to the Corporation of an
     undertaking, by or on behalf of such director or officer, to repay all
     amounts so advanced if it shall ultimately be determined that such director
     or officer is not entitled to be indemnified under this Section or
     otherwise.

               (b)  RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Paragraph
     (a) of this Section is not paid in full by the Corporation within ninety
     days after a written claim has been received by the Corporation, the
     claimant may at any time thereafter bring suit against the Corporation to
     recover the unpaid amount of the claim and, if successful in whole or in
     part, the claimant shall be entitled to be paid also the expense of
     prosecuting such claim. It shall be a defense to any such action (other
     than an action brought to enforce a claim for expenses incurred in
     defending any proceeding in advance of its final disposition where the
     required undertaking, if any is required, has been tendered to the
     Corporation) that the claimant has not met the standards of conduct which
     make it permissible under the Delaware General Corporation Law for the
     Corporation to indemnify the claimant for the amount claimed, but the
     burden of proving such defense shall be on the Corporation. Neither the
     failure of the Corporation (including its Board of Directors, independent
     legal counsel, or its stockholders) to have made a

                                       18


     determination prior to the commencement of such action that indemnification
     of the claimant is proper in the circumstances because he or she has met
     the applicable standard of conduct set forth in the Delaware General
     Corporation Law, nor an actual determination by the Corporation (including
     its Board of Directors, independent legal counsel, or its stockholders)
     that the claimant has not met such applicable standard of conduct, shall be
     a defense to the action or create a presumption that the claimant has not
     met the applicable standard of conduct.

               (c)  NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
     payment of expenses incurred in defending a proceeding in advance of its
     final disposition conferred in this section shall not be exclusive of any
     other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

               (d)  INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another corporation, partnership, joint venture, trust
     or other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person against
     such expense, liability or loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1.     These Bylaws may be altered or repealed at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the

                                       19


stockholders or of the Board of Directors if notice of such alteration or repeal
be contained in the notice of such special meeting.

                                       20

EX-3.45

                                                                    Exhibit 3.45

                          CERTIFICATE OF INCORPORATION

                                       OF

                             PLAYBOY LIMOUSINE INC.

     1.   The name of the corporation is

                             PLAYBOY LIMOUSINE INC.

     2.   The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.

     3.   The nature of the business or purposes to be conducted or promoted is:
To purchase, lease or otherwise acquire, repair, rent, charter, sell and
otherwise dispose of, mortgage, pledge, encumber, and otherwise deal in,
automobiles, trucks, busses, trailers, motorcycles, and vehicles of all kinds.

     To establish and operate systems and plans for the renting, leasing,
hiring, and chartering, of vehicles of all kinds, and to grant licenses for the
use of such systems and plans by others.

     To establish, build, purchase, lease, acquire, use, own, hold, maintain,
improve, equip, operate, sell, mortgage, and otherwise deal in and with, real
estate or any interest therein, garages, service stations, buildings, shops,
offices, parking lots, and facilities of all kinds, for the repair, maintenance,
cleaning, storing, servicing, and rebuilding, of vehicles of all kinds.

     To manufacture, purchase or otherwise acquire, deal in, use, sell and
otherwise dispose of, petroleum, petroleum products, motor fuel, oil, grease,
parts, accessories, articles, materials, machinery, equipment and other
property, used in connection with vehicles of every kind and description.



     To train and instruct drivers, operators, mechanics, service, and
maintenance men and other personnel and to furnish and supply such personnel to
others.

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.

     To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, chosen in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all

                                        2


acts and things necessary or advisable for the preservation, protection,
improvement and enhancement in value thereof.

     To borrow or raise moneys for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise,
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated and to sell, convey, lease, exchange, transfer or otherwise dispose of,
or mortgage or pledge, all or any of the corporation's property and assets, or
any interest therein, wherever situated.

     To participate with others in any corporation, partnership, limited
partnership, joint venture, or other association of any kind, or in any
transaction, undertaking or arrangement which the participating corporation
would have power to conduct by itself, whether or not such participation
involves sharing or delegation of control with or to others.

     In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this

                                        3


certificate of incorporation together with any powers incidental hereto, so far
as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purpose of the corporation.

     The business and purposes specified in the foregoing clauses shall, except
where otherwise expressed, be in nowise limited or restricted by reference to,
or inference from, the terms of any other clause in this certificate of
incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent business and purposes.

     4.   The total number of shares of stock which the corporation shall have
authority to issue is five hundred (500) of the par value of One Hundred Dollars
($100.00) each amounting in the aggregate to Fifty Thousand Dollars
($50,000.00).

     The holders of the capital stock shall, upon the issue or sale of shares of
stock of any class (whether now or hereafter authorized), have the right, during
such period of time and on such conditions as the board of directors shall
prescribe, to subscribe to and purchase such shares in proportion to their
respective holding of capital stock, at such price or prices as the board of
directors may from time to time fix and as may be permitted by law.

     5.   The name and mailing address of each incorporator is as follows:



NAME                                  MAILING ADDRESS
- ----                                  ---------------
                                   
B. J. Consono                         100 West Tenth Street
                                      Wilmington, Delaware 19899

F. J. Obara, Jr.                      100 West Tenth Street
                                      Wilmington, Delaware 19899

C. A. Coyle                           100 West Tenth Street
                                      Wilmington, Delaware 19899


                                        4


     6.   The corporation is to have perpetual existence.

     7.   In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     By a majority of the whole board, to designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. The by-laws may provide that in the absence or disqualification of a
member of a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors,
or in the by-laws of the corporation, shall have and may exercise all the powers
and authority of the board of directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the certificate of incorporation,
adopting an agreement of merger

                                        5


or consolidation, recommending to the stockholders the sale, lease or exchange
of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution or by-laws, expressly so provide, no such committee shall
have the power or authority to declare a dividend or to authorize the issuance
of stock.

     When and as authorized by the stockholders in accordance with statute, to
sell, lease or exchange all or substantially all of the property and assets of
the corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.

     8.   Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to my provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws or the corporation. Elections of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.

     9.   The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

                                        6


     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 26th day of November, 1969.

                                                   /s/ B. J. Consono
                                                   -----------------------------


                                                   /s/ F. J. Obara, Jr.
                                                   -----------------------------


                                                   /s/ C. A. Coyle
                                                   -----------------------------

                                        7


STATE OF DELAWARE        )
                         )SS:
COUNTY OF NEW CASTLE     )

     BE IT REMEMBERED that on this 26th day of November, 1969, personally came
before me, a Notary Public for the State of Delaware., B. J. Consono, F. J.
Obara, Jr. and C. A. Coyle , all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledged the
said certificate to be the act and deed of the signers respectively and that the
facts stated therein are true.

     GIVEN under my hand and seal of office the day and year aforesaid.

                                             /s/ Adam A. Athwell
                                             ---------------------
                                             Notary Public

                                                    [SEAL]

                                        8


             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

                             AND OF REGISTERED AGENT

     It is hereby certified that:

     1.   The name of the corporation (hereinafter called the "corporation") is
PLAYBOY LIMOUSINE INC.

     2.   The registered office of the corporation within the State of Delaware
is hereby changed to 229 South State Street, City of Dover 19901, County of
Kent.

     3.   The registered agent of the corporation within the State of Delaware
is hereby changed to The Prentice Hall-Corporation System, Inc., the business
office of which is identical with the registered office or the corporation as
hereby changed.

     4.   The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on February 18, 1977.

                                             /s/ William H. Klein
                                             -----------------------------------
                                             William H. Klein, Vice President

ATTEST:


/s/ Howard Shapiro
- -----------------------------------
Howard Shapiro, Asst. Secretary



                                                              ------------------
                            CERTIFICATE OF AMENDMENT              899087075
                                                                   9:45 AM
                                       OF                           FILED
                                                                 MAR 28 1989
                          CERTIFICATE OF INCORPORATION           /s/ [     ]
                                                              SECRETARY OF STATE
                                       OF                     ------------------

                             PLAYBOY LIMOUSINE, INC.

     PLAYBOY LIMOUSINE, INC., a Delaware corporation (the "Corporation")
pursuant to Section 242 of the General Corporation Law of the State of Delaware,
hereby certifies that:

     FIRST: On March 24, 1989, the Board of Directors of the Corporation adopted
the following resolution setting forth and recommending proposed amendments to
the Certificate of Incorporation of the Corporation:

          RESOLVED, that the Board of Directors deems it advisable, and the
     Board hereby recommends, that the Certificate of Incorporation of the
     Corporation be amended by amending Articles 1. and 3. and by inserting a
     new Article 10., which Articles shall read in their entirety as follows:

     "1.  The name of the corporation is Publishing Ventures, Inc.

     3.   The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.

     10.  A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this article to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.

                                        2


     Any repeal or modification of the foregoing paragraph by the stockholders
of the corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or
modification."

     SECOND: Thereafter the foregoing proposed amendments were approved by the
written consent of the sole stockholder of the Corporation pursuant to Section
228 of the General Corporation Law of the State of Delaware.

     THIRD: The foregoing amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, PLAYBOY LIMOUSINE, INC. has caused this Certificate of
Amendment to be duly executed this 24th day of March, 1989.


                                             PLAYBOY LIMOUSINE, INC.



                                             By: /s/ James P. Radtke
                                                 ------------------------------
                                                     James P. Radtke
                                                     President

ATTEST:


/s/ Dale C. Gordon
- -------------------------
       Dale C. Gordon
       Secretary

                                        3


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                            PUBLISHING VENTURES, INC.

     PUBLISHING VENTURES, INC., a Delaware corporation (the "Corporation")
pursuant to Section 242 of the General Corporation Law of the State of Delaware,
hereby certifies that:

     FIRST: On March 18 , 1991, the Board of Directors of the Corporation
adopted the following resolution setting forth and recommending proposed
amendments to the Certificate of Incorporation of the Corporation:

          RESOLVED, that the Board of Directors deems it advisable, and the
     Board hereby approves, subject to stockholder approval, that the
     Certificate of Incorporation of the Corporation be amended by amending
     Article 1., which Article shall read in its entirety as follows:

     "1.  The name of the corporation is Lake Shore Press, Inc."

     SECOND: Thereafter the foregoing proposed amendment was approved by the
written consent of the sole stockholder of the Corporation pursuant to Section
228 of the General Corporation Law of the State of Delaware.

     THIRD: The foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

                                        4


     IN WITNESS WHEREOF, PUBLISHING VENTURES, INC. has caused this Certificate
of Amendment to be duly executed this 18th day of March, 1991.

                                             PUBLISHING VENTURES, INC.



                                             By: /s/ Howard Shapiro
                                                --------------------------------
                                                     Howard Shapiro
                                                     Vice President

ATTEST:


/s/ Dale C. Gordon
- -------------------------
       Dale C. Gordon
        Secretary

                                        5


                   CERTIFICATE OF CHANGED OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

     Lake Shore Press, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present registered office of the corporation is in the county of Kent

     The Board of Directors of Lake Shore Press, Inc. adopted the following
resolution on the 20th day of May, 1994.

     Resolved, that the registered office of Lake Shore Press, Inc. in the state
of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present register agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.

     IN WITNESS WHEREOF, Lake Shore Press, Inc. has caused this statement to be
signed by Howard Shapiro, its Vice President, and attested by Irma Villarreal,
its Secretary this 20th day of May, 1994.


                                             By /s/ Howard Shapiro
                                                --------------------------------
                                                 Howard Shapiro, Vice President

ATTEST:


By /s/ Irma Villarreal
   --------------------------------
    Irma Villarreal, Secretary

(DEL. 264-5/14/90)

                                        6

EX-3.46

                                                                    Exhibit 3.46

                                     -o-O-o-

                                     BYLAWS

                                     -o-O-o-

                                    ARTICLE I

                                     OFFICES

     SECTION 1.   The principal office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

     SECTION 2.   The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1.   Meetings of the stockholders for the election of directors
shall be held at such place, either within or without the State of Delaware, as
may be fixed from time to time, by the Board of Directors, and as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

     SECTION 2.   Annual meetings of stockholders, commencing with the year
1990, shall be held on the second Saturday of November, if not a legal holiday,
and if a legal holiday, then the next: secular day following, at which meetings
they shall elect by a plurality vote a Board of Directors, and transact such
other business as may properly be brought before the meeting.



     SECTION 3.   The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

     SECTION 4.   Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     SECTION 5.   Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be

                                        2


given to each stockholder entitled to vote at any such meeting not less than ten
nor more than sixty days before the date of the meeting. If mailed, notice is
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.

     SECTION 6.   Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     SECTION 7.   The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

     SECTION 8.   When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question. Each nominee for
director, in order to be elected at a meeting, must receive the vote of the

                                        3


holders of a majority of the stock having power to vote in the election of the
Board of Directors and present in person or represented by proxy at such
meeting.

     SECTION 9.   Each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof; except where the transfer books of
the Corporation have been closed or a date has been fixed as a record date for
the determination of its stockholders entitled to vote, no share of stock shall
be voted on at any election for directors which has been transferred on the
books of the Corporation within twenty days next preceding such election for
directors.

     SECTION 10.  Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the Corporation by delivery to
its registered office in Delaware, its principal place of business, or to an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt

                                        4


notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1.   The number of directors which shall constitute the whole Board
shall be such number, not less than one nor more than four, as may be determined
from time to time by resolution duly adopted by the Board of Directors. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2. of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.

     SECTION 2.   Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.

     SECTION 3.   The business of the Corporation shall be managed by its Board
of Directors which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

     SECTION 4.   Unless otherwise provided by the Certificate of Incorporation
or by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares then entitled to vote at
an election of directors.

                                        5


                       MEETINGS OF THE BOARD OF DIRECTORS

     SECTION 5.   The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     SECTION 6.   The first meeting of each newly elected Board of Directors
shall be held without other notice than this Bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

     SECTION 7.   Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

     SECTION 8.   Special meetings of the Board may be called by the President
on twenty-four hours' notice to each director, either personally, by telegram or
by facsimile, or on five days' notice by mail; special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of two directors.

     SECTION 9.   At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third of the total number of authorized directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation.

     If a quorum shall not be present at any meeting of the Board of Directors
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     SECTION 10.  Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of

                                        6


Directors or of any committee thereof may be taken without a meeting, if prior
to such action a written consent thereto is signed by all members of the Board
or of such committee as the case may be, and such written consent is filed with
the minutes of proceeding of the Board or committee.

     SECTION 11.  Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

     SECTION 12.  The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of two or more of the directors of the Corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

     SECTION 13.  Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

     SECTION 14.  The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at

                                        7


each meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

                                   ARTICLE IV

                                     NOTICES

     SECTION 1.   Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     SECTION 2.   Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     SECTION 1.   The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Two or more
offices may be held by the same person.

     SECTION 2.   The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, a Vice President, a Secretary
and a

                                        8


Treasurer, and may choose one or more additional Vice Presidents and one or more
Assistant Secretaries and Assistant Treasurers.

     SECTION 3.   The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

     SECTION 4.   The Board of Directors shall be responsible for establishing
the compensation and employee benefit policies and programs of the Corporation.

     SECTION 5.   The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

     SECTION 6.   The President shall be the chief executive officer of the
corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall have the general powers and
duties of management usually vested in the chief executive officer of
corporations.

                               THE VICE PRESIDENTS

     SECTION 7.   In the election of officers, the Board of Directors may
designate one of the Vice Presidents as an Executive Vice President and one or
more of the Vice Presidents as a Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice Presidents,

                                        9


acting singly in the following order in the absence or inability or refusal to
act of their respective designated predecessors:

     (a)  The Executive Vice President, if any;

     (b)  The Senior Vice Presidents, if any, in the order designated by the
Board of Directors or, in the absence of any designation, then in the order of
their election;

     (c)  All other Vice Presidents in the order designated by the Board of
Directors or, in the absence of any designation, then in the order of their
election.

     Each Vice President when performing the duties of the President shall have
all the powers of and be subject to all the restrictions upon the President.
Each Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the Corporation and shall perform such other duties
as may be assigned to him from time to time by the President or by the Board of
Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     SECTION 8.   The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may

                                       10


give general authority to any other officer to affix the seal of the Corporation
and to attest the affixing by his signature.

     SECTION 9.   The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     SECTION 10.  The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     SECTION 11.  He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     SECTION 12.  If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

                                       11


     SECTION 13.  The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

     SECTION 1.   Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
President or Vice President, and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
corporation.

     SECTION 2.   The signatures on any stock certificate of any such President,
Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary
may be facsimile. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on, any such certificate or
certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Corporation.

                                       12


                     LOST, STOLEN OR DESTROYED CERTIFICATES

     SECTION 3.   The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

     SECTION 4.   Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                     CLOSING OF TRANSFER BOOKS; RECORD DATE

     SECTION 5.   The Board of Directors may fix in advance a date, not
exceeding sixty days or less than ten days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the

                                       13


stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of such dividend, or to any
such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock shall go into effect, or a date
in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

                             REGISTERED STOCKHOLDERS

     SECTION 6.   The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                       14


                                   ARTICLE VII

                          GENERAL PROVISIONS DIVIDENDS

     SECTION 1.   Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation.

     SECTION 2.   Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     SECTION 3.   All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

     SECTION 4.   The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

     SECTION 5.   The corporate seal shall be circular in form with the name
"PUBLISHING VENTURES, INC. " at top, "Delaware" at the bottom and the words
"Corporate Seal" in the center. Pursuant to the General Corporation Law of
Delaware, the

                                       15


Corporation may use such seal by causing it or a facsimile thereof to be
impressed or affixed, or reproduced, or otherwise, and which corporate seal may
be altered at pleasure.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     SECTION 6.   (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment) against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that except
as provided in Paragraph (b) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with

                                       16


a proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this section shall be a contract right
and shall include the right to be paid by the Corporation the expenses incurred
in defending any such proceeding in advance of its final disposition; provided,
however, that if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise.

     (b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Paragraph (a) of this
Section is not paid in full by the Corporation within ninety days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law for the Corporation to

                                       17


indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

     (c) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this section shall not be exclusive of any other right which any
person may have or hereafter acquired under any statute, provision of the
Certificate of Incorporation, Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

     (d) INSURANCE. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

                                       18


                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1.   These Bylaws may be altered or repealed at any regular meeting
of the stockholders or of the Board of Directors or at any special meeting of
the stockholders or of the Board of Directors if notice of such alteration or
repeal be contained in the notice of such special meeting.

                                       19

EX-3.47

                                                                    Exhibit 3.47

                          CERTIFICATE OF INCORPORATION

                                       OF

                        INTERNATIONAL PLAYBOY CLUBS, INC.

                                     -o-O-o

          FIRST. The name of the corporation is

                        INTERNATIONAL PLAYBOY CLUBS, INC.

          SECOND. Its principal office in the State of Delaware is located at
No. 100 West Tenth Street, in the City of Wilmington 99, County of New Castle.
The name and address of its resident agent is The Corporation Trust Company, No.
100 West Tenth Street, Wilmington 99, Delaware.

          THIRD. The nature of the business, or objects or purposes to be
transacted, promoted or carried on are:

          To establish, build, purchase, lease, acquire, own, hold, maintain,
improve, use, manage and operate and to franchise others to operate supper
clubs, restaurants and eating places of all kinds; to manufacture, purchase,
acquire, own, hold, use, deal in sell and dispose of foods, beverages,
condiments, confections, provisions, tobacco, tobacco products and food products
of all kinds and any articles, materials, ingredients, products, machinery,
equipment and property related or incidental thereto or suitable, necessary or
convenient in connection therewith; and to build, purchase, lease, acquire, own,
hold, maintain, improve, use, manage and operate offices, stores, store-houses,
commissaries, buildings, structures, works and properties used for or in
connection with any business of the corporation.



          To manufacture, purchase or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal
in and deal with goods, wares and merchandise and personal property of every
class and description.

          To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

          To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.

          To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital stock,
or any voting trust certificates in respect of the shares of capital stock,
scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all

                                        2


acts and things necessary or advisable for the preservation, protection,
improvement and enhancement in value thereof.

          To enter into, make and perform contracts of every kind and
description with any person, firm, association, corporation, municipality,
county, state, body politic or government or colony or dependency thereof.

          To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the corporation for its corporate
purposes.

          To loan to any person, firm or corporation any of its surplus funds,
either with or without security.

          To purchase, hold, sell and transfer the shares of its own capital
stock; provided it shall not use its funds or property for the purchase of its
own shares of capital stock when such use would cause any impairment of its
capital except as otherwise permitted by law, and provided further that shares
of its own capital stock belonging to it shall not be voted upon directly or
indirectly.

                                        3


          To have one or more offices, to carry on all or any of its operations
and business and without restriction or limit as to amount to purchase or
otherwise acquire, hold, own, mortgage, sell, convey or otherwise dispose of,
real and personal property of every class and description in any of the states,
districts, territories or colonies of the United States, and in any and all
foreign countries, subject to the laws of such state, district, territory,
colony or country.

          In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of
Delaware upon corporations formed under the General Corporation Law of the State
of Delaware, and to do any or all of the things hereinbefore set forth to the
same extent as natural persons might or could do.

          The objects and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this
certificate of incorporation, but the objects and purposes specified in each of
the foregoing clauses of this article shall be regarded as independent objects
and purposes.

          FOURTH. The total number of shares of stock which the corporation
shall have authority to issue is five hundred (500) of which stock two hundred
fifty (250) shares the par value of One Hundred Dollars ($100.00) each,
amounting in the aggregate to Twenty Five Thousand Dollars ($25,000.00) shall be
Preferred stock and of which two hundred fifty (250) shares of the par value of
One Hundred Dollars ($l00.00) each, amounting in the aggregate to Twenty Five
Thousand Dollars ($25,000.00) shall be Common stock.

                                        4


          The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof are as follows:

          The holders of the Preferred stock shall be entitled to receive, when
and as declared by the board of directors of the corporation, out of any assets
of the corporation available for dividends pursuant to the laws of the State of
Delaware, preferential dividends at the rate of five per centum (5%) on the par
value thereof, per annum and no more, payable annually on such dates as may be
determined by the board of directors in each year before any dividend shall be
declared or paid upon or set apart for the Common stock. Such dividends upon the
Preferred stock shall be non-cumulative so that the holders of said stock shall
be entitled to receive only such dividends not exceeding dividends at the rate
of five per centum (5%) on the par value thereof during any one year, as may, in
the unlimited discretion of the board of directors, be declared and made
payable. Whenever the full dividend upon the Preferred stock at the rate of five
per centum (5%) on the par value thereof shall have been paid or declared and a
sum sufficient for the payment thereof set apart in any year, then dividends
upon the Common stock may be declared by the board of directors out of the
remainder of the assets available therefor.

          The corporation may at the option of the board of directors, redeem
the whole or any part of the outstanding Preferred stock at any time by paying
One Hundred Dollars ($100.00) for each share thereof, together with a sum of
money equivalent to the amount of any dividends declared thereon and remaining
unpaid at the date of redemption. Notice of such election to redeem shall be
mailed to each holder of stock so to be redeemed at his address as it appears on
the books of the corporation, not less than

                                        5


thirty (30) days prior to the date upon which the stock is to be redeemed. In
case lees than all of the outstanding Preferred stock is to be redeemed, the
amount to be redeemed and the method of effecting such redemption may be
determined by the board of directors. If, on or before the redemption date named
in such notice, the funds necessary for such redemption shall have been set
aside by the corporation so as to be available for payment on demand to the
holders of the Preferred stock so called for redemption, then, notwithstanding
that any certificate of the Preferred stock so called for redemption shall not
have been surrendered for cancellation, the dividends thereon shall cease to
accrue from and after the date of redemption so designated, and all rights with
respect to such Preferred stock so called for redemption, including any right to
vote or otherwise participate in the determination of any proposed corporate
action, shall forthwith after such redemption date cease and determine, except
only the right of the holder to receive the redemption price therefor, but
without interest.

          In the event of any liquidation, dissolution or winding up of the
affairs of the corporation, whether voluntary or involuntary, the holders of the
Preferred stock shall be entitled, before any assets of the corporation shall be
distributed among or paid over to the holders of the Common stock, to be paid
One Hundred Dollars ($100.00) per share, together with a sum of money equivalent
to the amount of any dividends declared thereon and remaining unpaid at the date
of such liquidation, dissolution or winding up of the corporation.

          After the making of such payments to the holders of the Preferred
stock, the remaining assets of the corporation shall be distributed among the
holders of the Common stock alone, according to the number of shares held by
each. If, upon such

                                        6


liquidation, dissolution or winding up, the assets of the corporation
distributable as aforesaid among the holders of the Preferred stock shall be
insufficient to permit of the payment to them of said amount, the entire assets
shall be distributed ratably among the holders of the Preferred stock.

          The amount of the authorized stock of any class or classes may be
increased or decreased by the affirmative vote of the holders of a majority of
the stock of the corporation entitled to vote.

          At all elections of directors of the corporation, each stockholder
shall be entitled to as many votes as shall equal the number of votes which
(except for such provision as to cumulative voting) he would be entitled to cast
for the election of directors with respect to his shares of stock multiplied by
the number of directors to be elected, and he may cast all of such votes for a
single director or may distribute them among the number to be voted for, or for
any two or more of them as he may see fit, which right when exercised, shall be
termed cumulative voting.

          FIFTH. The minimum amount of capital with which the corporation will
commence business is One Thousand Dollars ($1,000.00).

          SIXTH. The names and places of residence of the incorporators are as
follows:



                 NAMES                         RESIDENCES
                 -----                         ----------
                                            
                 R. F. Westover                Wilmington, Delaware

                 L. A. Schoonmaker             Wilmington, Delaware

                 S. E. Manuel                  Wilmington, Delaware


                                        7


          SEVENTH. The corporation is to have perpetual existence.

          EIGHTH. The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatever.

          NINTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

          To make, alter or repeal the by-laws of the corporation.

          To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation.

          To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

          By resolution passed by a majority of the whole board, to designate
one or more committees, each committee to consist of two or more of the
directors of the corporation, which, to the extent provided in the resolution or
in the by-laws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be stated in the by-laws of the corporation or as may be
determined from time to time by resolution adopted by the board of directors.

          When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given at a
stockholders'

                                        8


meeting duly called for that purpose, or when authorized by the written consent
of the holders of a majority of the voting stock issued and outstanding, to
sell, lease or exchange all of the property and assets of the corporation,
including its good will and its corporate franchises, upon such terms and
conditions and for such consideration, which may be in whole or in part shares
of stock in, and/or other securities of, any other corporation or corporations,
as its board of directors shall deem expedient and for the best interests of the
corporation.

          TENTH. Meetings of stockholders may be held outside the State of
Delaware, if the by-laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by ballot unless the by-laws of the corporation shall so provide.

          ELEVENTH. The corporation reserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

          TWELFTH. The corporation shall indemnify any and all of its directors
or officers or former directors or officers or any person who may have served at
its request as a director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a party,
by reason of being or having been directors or

                                        9


officers or a director or officer of the corporation, or of such other
corporation, except in relation to matters as to which any such director or
officer or former director or officer or person shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty. Such indemnification shall not be deemed exclusive of any
other rights to which those indemnified may be entitled, under any by-law,
agreement, vote of stockholders, or otherwise.

          THIRTEENTH. In the absence of fraud, no contract or other transaction
between this corporation and any other corporation or any partnership or
association shall be affected or invalidated by the fact that any director or
officer of this corporation is pecuniarily or otherwise interested in or is a
director, member or officer of such other corporation or of such firm,
association or partnership or a party to or is pecuniarily or otherwise
interested in such contract or other transaction or in any way connected with
any person or persons, firm, association, partnership or corporation pecuniarily
or otherwise interested therein; any director may be counted in determining the
existence of a quorum at any meeting of the board of directors of this
corporation for the purpose of authorizing any such contract or transaction with
like force and effect as if he were not so interested, or were not a director,
member or officer of such other corporation, firm, association or partnership.

                                       10


          WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set our hands and seals this 15th day of January, A. D. 1960.


                                     /s/ R. F. Westover
                                     -----------------------

                                     /s/ L. A. Schoonmaker
                                     -----------------------

                                     /s/ S. E. Manuel
                                     -----------------------

                                       11


STATE OF DELAWARE        )
                         ) SS.
COUNTY OF NEW CASTLE     )

          BE IT REMEMBERED that on this 15th day of January, A.D. 1960,
personally came before me, a Notary Public for the State of Delaware, R. F.
Westover, L. A. Schoonmaker and S. E. Manuel, all of the parties to the
foregoing certificate of incorporation, known to me personally to be such, and
severally acknowledged the said certificate to be the act and deed of the
signers respectively and that the facts therein stated are truly set forth.

          GIVEN under my hand and seal of office the day and year aforesaid.

                                     /s/ Howard Kweizc
                                     ---------------------------
                                     Notary Public

                                     [SEAL]



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                        INTERNATIONAL PLAYBOY CLUBS, INC.

                                      o-O-o

          INTERNATIONAL PLAYBOY CLUBS, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY.

          FIRST: That the Board of Directors of said corporation at a meeting
duly held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:

          RESOLVED, that the Certificate of Incorporation of this
          corporation be amended bar changing the Article thereof
          numbered "FOURTH" so that, as amended, said Article shall
          be and read as follows:

          "FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is five hundred (500) of which stock two hundred
fifty (250) shares of the par value of One Hundred Dollars ($100.00) each,
amounting in the aggregate to Twenty Five Thousand Dollars ($25,000.00) shall be
Preferred stock and of which two hundred fifty (250) shares of the par value of
One Hundred Dollars ($100.00) each amounting in the aggregate to Twenty Five
Thousand Dollars ($25,000.00) shall be Common stock.



          The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof are as follows:

          The holders of the Preferred stock shall be entitled to receive, when
and as declared by the board of directors of the corporation out of any assets
of the corporation available for dividends pursuant to the laws of the State of
Delaware, preferential dividends at the rate of five per centum (5%) on the par
value thereof, per annum and no more, payable annually on such dates as may be
determined by the board of directors in each year before any dividend shall be
declared or paid upon or set apart for the Common stock. Such dividends upon the
Preferred stock shall be non-cumulative so that the holders of said stock shall
be entitled to receive only such dividends not exceeding dividends at the rate
of five per centum (5%) on the par value thereof during any one year, as may, in
the unlimited discretion of the board of directors, be declared and made
payable. Whenever the full dividend upon the Preferred stock at the rate of five
per centum (5%) on the par value thereof shall have been paid or declared and a
sum sufficient for the payment thereto set apart in any year, then dividends
upon the Common stock may be declared by the board of directors out of the
remainder of the assets available therefor.

          In the event of any liquidation, dissolution or winding up of the
affairs of the corporation, whether voluntary or involuntary, the holders of the
Preferred stock shall be entitled, before any assets of the corporation shall be
distributed among or paid over to the holders of the Common stock, to be paid
One Hundred Dollars ($100.00) per share, together with a sum of money equivalent
to the amount of any dividends declared thereon

                                        2


and remaining unpaid at the date of such liquidation, dissolution or winding up
of the corporation.

          After the making of such payments to the holders of the Preferred
stock, the remaining assets of the corporation shall be distributed among the
holders of the Common stock alone, according to the number of shares held by
each. If, upon such liquidation, dissolution or winding up, the assets of the
corporation distributable as aforesaid among the holders of the Preferred stock
shall be insufficient to permit of the payment to them of said amount, the
entire assets shall be distributed ratably among the holders of the Preferred
stock.

          The amount of the authorized stock or any class or classes may be
increased or decreased by the affirmative vote of the holders of a majority of
the stock of the corporation entitled to vote.

          Each stockholder of this corporation shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
Preferred stock and for each share of Common stock held by such stockholder.

          At all elections of directors or the corporation, each stockholder
shall be entitled to as many votes as shall equal the number of votes which
(except for such provision as to cumulative voting) he would be entitled to cast
for the election of directors with respect to his shares or stock multiplied by
the number of directors to be elected, and he may cast all or such votes for a
single director or may distribute them among the number to be voted for, or for
any two or more of them as he may see fit, which right when exercised, shall be
termed cumulative voting."

                                        3


          "SECOND: That the said amendment has been consented to and authorized
by the holders of all the issued and outstanding stock, entitled to vote, by a
written consent given in accordance with the provisions of section 228 of The
General Corporation Law of Delaware, and filed with the corporation.

          THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of The General
Corporation Law of Delaware.

          FOURTH: That the capital of said corporation will not be reduced under
or by reason of said amendment.

          IN WITNESS WHEREOF, said INTERNATIONAL PLAYBOY CLUBS, INC., has caused
its corporate seal to be hereunto affixed and this certificate to be signed by
its President, and its Secretary, this 21st day of March 1960.

                                     INTERNATIONAL PLAYBOY CLUBS, INC.

                                     /s/ Hugh M. Hefner
                                     --------------------------
                                            President

                                     /s/ Victor A. Lomme
                                     --------------------------
                                            Secretary

[SEAL]

                                        4


STATE OF ILLINOIS        )
                         ) SS.
COUNTY OF COOK           )

          BE IT REMEMBERED that on this 21st day of March, A.D., 1960,
personally came before me, Ruth H. O'Grady, a Notary Public in and for the
County and State aforesaid, Hugh M. Hefner, President of INTERNATIONAL PLAYBOY
CLUBS, INC., a corporation of the State of Delaware, the corporation described
in and which executed the foregoing certificate, known to me personally to be
such, and he, the said Hugh M. Hefner, as such President, duly executed said
certificate before me and acknowledged the said certificate to be his act and
deed and the act and deed of said corporation; that the signatures of the said
President and of the Secretary of said corporation to said foregoing certificate
are in the handwriting of the said President and Secretary of said corporation
respectively, and that the seal affixed to said certificate is the common or
corporate seal of said corporation.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.

                                     /s/ Ruth H. O'Grady
                                     ---------------------------
                                     Notary Public

[SEAL]



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                        INTERNATIONAL PLAYBOY CLUBS, INC.

                                     -o-O-o

          INTERNATIONAL PLAYBOY CLUBS, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY.

          FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:

               RESOLVED, that the Certificate of Incorporation of this
          corporation be amended by changing the Article thereof
          numbered "FIRST" so that, as amended, said Article shall be
          and read as follows:

               "FIRST. The name of the corporation is PLAYBOY CLUBS
          INTERNATIONAL, INC."

          SECOND: That the said amendment has been consented to and authorized
by the holders of all the issued and outstanding stock, entitled to vote, by all
written consent given in accordance with the provisions of Section 228 of The
General Corporation Law of Delaware, and filed with the corporation.



          THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of The General
Corporation Law of Delaware.

          FOURTH: That the capital of said corporation will not be reduced under
or by reason of said amendment.

          IN WITNESS WHEREOF, said INTERNATIONAL PLAYBOY CLUBS, INC. has caused
its corporate seal to be hereunto affixed and this certificate to be signed by
Arnold J. Morton, its Vice President, and Robert S. Preuss, its Secretary, this
6th day of November, 1961.

                                                    INTERNATIONAL PLAYBOY CLUBS,
                                                    INC.

                                                    /s/ Arnold J. Morton
                                                    ----------------------------
                                                    Vice President

                                                    /s/ Robert S. Preuss
                                                    ----------------------------
                                                    Secretary

[CORPORATE SEAL]

                                        2


STATE OF ILLINOIS        )
                         ) SS.
COUNTY OF COOK           )

          BE IT REMEMBERED that on this 6th day of November, A.D., 1961,
personally came before me, Majorie Pitner, a Notary Public in and for the County
and State aforesaid, Arnold J. Morton, Vice President of INTERNATIONAL PLAYBOY
CLUBS, INC., a corporation of the State of Delaware, the corporation described
in and which executed the foregoing certificate, known to me personally to be
such, and he, the said Arnold Morton, as such Vice President, duly executed said
certificate before me and acknowledged the said certificate to be his act and
deed and the act and deed of said corporation; that the signatures of the said
Vice President and of the Secretary of said corporation to said foregoing
certificate are in the handwriting of the said Vice President and Secretary of
said corporation respectively, and that the seal affixed to said certificate is
the common or corporate seal of said corporation.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.

                                     /s/ Marjorie Pitner
                                     --------------------------
                                     Notary Public

[SEAL]



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                        PLAYBOY CLUBS INTERNATIONAL, INC.

                                      o-O-o

          PLAYBOY CLUBS INTERNATIONAL, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY.

          FIRST: That the Board of Directors of said corporation, at a meeting
duly held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:

               RESOLVED, that the Certificate of Incorporation of this
          corporation be amended by changing the first paragraph of
          the Article thereof numbered "THIRD" so that, as amended,
          said first paragraph of Article "THIRD" shall be and read as
          follows:

                    "To establish, build, purchase, lease, acquire, own,
          hold, maintain, improve, use, manage, and operate and to
          franchise others to operate supper clubs, restaurants and
          eating places of all kinds; to manufacture, purchase,
          acquire, own, hold, use, deal in, sell and dispose of foods,
          beverages, intoxicating liquors, condiments, confections,
          provisions, tobacco, tobacco products and food products of
          all kinds and any articles, materials, ingredients,
          products, machinery, equipment and property related or
          incidental thereto or suitable, necessary or convenient in
          connection therewith; and to build, purchase, lease,
          acquire, own, hold, maintain, improve, use, manage and
          operate offices, stores, store-houses, commissaries,
          buildings, structures, works and properties used for or in
          connection with any business of the corporation."



               FURTHER RESOLVED, that the Certificate of
          In-corporation of this corporation be further amended by
          changing the Article thereof numbered "FOURTH" so that, as
          amended, said Article shall be and read as follows:

                    "FOURTH. The total number of shares of stock which
          the corporation shall have authority to issue is two million
          five hundred thousand (2,500,000), and the par value of each
          of such shares is Twenty-Five Cents ($0.25), amounting in
          the aggregate to Six Hundred Twenty Five Thousand Dollars
          ($625,000.00).

                    "No holder of shares of stock of any class of the
          corporation shall have any preferential, pre-emptive or
          other right to subscribe for or to purchase from the
          corporation any shares of stock of the corporation of any
          class whether or not now authorized or to subscribe for or
          to purchase any other securities of the corporation which
          may at any time be issued whether or not any such securities
          are convertible into shares of stock of the corporation or
          which entitle the holder or owner thereof to purchase stock
          or the corporation of any class, but such shares of stock
          and securities may be issued and disposed of by the board of
          directors to such persons and on such terms as in its
          discretion it shall deem advisable."

          SECOND: That the said amendment has been consented to and authorized
by the holders of all the issued and outstanding stock, entitled to vote, by a
written consent given in accordance with the provisions of Section 228 of The
General Corporation Law of Delaware, and filed with the corporation.

          THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of The General
Corporation Law of Delaware.

          FOURTH: That the capital of said corporation will not be reduced under
or by reason of said amendment.

                                        2


          IN WITNESS WHEREOF, said PLAYBOY CLUBS INTERNATIONAL, INC. has caused
its corporate seal to be hereunto affixed and this certificate to be signed by
Hugh M. Hefner, its President and Robert S. Preuss, its Secretary, this 9th day
of May, 1962.

                                                    PLAYBOY CLUBS INTERNATIONAL,
                                                    INC.

                                                    By    /s/ Hugh M. Hefner
                                                       -------------------------
                                                               President

                                                    By    /s/ Robert S. Preuss
                                                       -------------------------
                                                               Secretary

[CORPORATE SEAL]

                                        3


STATE OF ILLINOIS        )
                         ) SS.
COUNTY OF COOK           )

          BE IT REMEMBERED that on this 9th day of A.D. 1962, personally came
before me, Majorie Pitner, a Notary Public in and for the County and State
aforesaid, Hugh M. Hefner, President of PLAYBOY CLUBS INTERNATIONAL, INC., a
corporation of the State of Delaware, the corporation described in and which
executed the foregoing certificate, known to me personally to be such, and he,
the said Hugh M. Hefner as such President, duly executed said certificate before
me and acknowledged the said certificate to be his act and deed and the act and
deed of said corporation; that the signatures of the said President and of the
Secretary of said corporation to said foregoing certificate are in the
handwriting of the said President and Secretary of said corporation
respectively, and that the seal affixed to said certificate is the common or
corporate seal of said corporation.

          IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.

                                     /s/ Marjorie Pitner
                                     ---------------------------
                                     Notary Public

[SEAL]                               My Commission Expires April 20, 1968



             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

                             AND OF REGISTERED AGENT

          It is hereby certified that:

     1.   The name o the corporation (hereinafter called the "corporation ") is
PLAYBOY CLUBS INTERNATIONAL, INC.

     2.   The registered office of the corporation within the State of Delaware
is hereby changed to 229 South State Street, City of Dover 19901, County of
Kent.

     3.   The registered agent or the corporation within the State of Delaware
is hereby changed to the Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.

     4.   The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on February 18, 1977.

                                            /s/ Donald S. Lewis
                                     ---------------------------------
                                     Donald S. Lewis, Vice President


ATTEST:

By   /s/ Howard Shapiro
  --------------------------------------
  Howard Shapiro, Asst. Secretary



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

          Playboy Clubs International, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

          The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present registered office of the corporation is in the county of Kent.

          The Board of Directors of Playboy Clubs International, Inc. adopted
the following resolution on the 20th day of May , 1994.

     Resolved, that the registered office of Playboy Clubs international, Inc.
in the state of Delaware be and it hereby is changed to Corporation Trust
Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and
the authorization of the present register agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is
hereby constituted and appointed the registered agent of this corporation at the
address of its registered office.

          IN WITNESS WHEREOF, Playboy Clubs International, Inc. has caused this
statement to be signed by Howard Shapiro, its Vice President, and attested by
Irma Villarreal, its Secretary, this 20th day of May, 1994.

                                       By    /s/ Howard Shapiro
                                         ---------------------------------------
                                             Howard Shapiro, Vice President


ATTEST:

By   /s/ Irma Villarreal
  ----------------------------
     Irma Villarreal, Secretary

EX-3.48

                                                                    Exhibit 3.48

                        PLAYBOY CLUBS INTERNATIONAL, INC.

                                      o-O-o

                                  B Y - L A W S

                                      o-O-o

                                    ARTICLE I

                                     OFFICES

          Section 1.  The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

          Section 2.  The corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          Section 1.  All meetings of the stockholders for the election of
Directors shall be held in the City of Chicago, State of Illinois, at such place
as may be fixed from time to time by the Board of Directors. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

          Section 2.  Annual meetings of stockholders, commencing with the year
1963, shall be held on the third Tuesday of January, if not a legal holiday, and
if a legal holiday, then on the next secular day following, at 10:00 a.m., or at
such other date and time as shall be designated from time to time by the Board
of Directors and stated in



the notice of the meeting, at which they shall elect by a plurality vote a Board
of Directors, and transact such other business as may properly be brought before
the meeting.

          Section 3.  Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to vote
thereat not less than ten days nor more than fifty days before the date of the
meeting.

          Section 4.  The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
shareholders, a complete list of the stockholders entitled to vote at said
meeting, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city, town or village where the meeting is
to be held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held. The list shall
be produced and kept at the time and place of meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

          Section 5.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation

                                        2


issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.

          Section 6.  Written notice of a special meeting of stockholders,
stating the time, place and object thereof, shall be given not less than ten nor
more than fifty days before the date of the meeting to each stockholder entitled
to vote at such meeting.

          Section 7.  Attendance of a person at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted, nor the purpose of,
any regular or special meeting of the stockholders need be specified in any
written waiver of notice unless so required by the Certificate of Incorporation.

          Section 8.  The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record

                                        3


date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the meeting.

          Section 9.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

          Section 10. Each stockholder shall at every meeting of stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

          Section 11. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provision of the statutes, the meeting and vote of stockholders may be dispensed
with if all the stockholders who would have been entitled to vote upon the
action if such meeting were held shall consent in writing to such corporate
action being taken; or if the Certificate of Incorporation authorizes the action
to be taken with the written consent of the holders of less than all of the
stock who would have been entitled to vote upon the action if a meeting were
held, then on the written consent of the stockholders having not less than such
percentage of the number of votes as may be authorized in the Certificate of
Incorporation; provided that in no case shall the written consent be by the
holders of stock having less than the minimum percentage of the vote required by
statute for the

                                        4


proposed corporate action, and provided that prompt notice must be given to all
stockholders of the taking of corporate action without a meeting and by less
than unanimous consent.

                                   ARTICLE III

                                    DIRECTORS

          Section 1.  The number of Directors which shall constitute the whole
Board shall not be less than three nor more than seven. The Directors shall be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this Article, and each Director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.

          Section 2.  Vacancies and newly created directorships resulting from
any increase in the authorized number of Directors may be filled by a majority
of the Directors then in office, though less than a quorum, or by a sole
remaining Director, and the Directors so chosen shall hold office until the next
annual meeting of stockholders or until their successors are duly elected and
shall qualify, unless sooner displaced. If there are no Directors in office,
then an election of Directors may be held in the manner provided by statute. If,
at the time of filling any vacancy or any newly created directorship, the
Directors then in office shall constitute less than a majority of the whole
Board (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten percent of the total number of shares at the time outstanding having
the right to vote for such Directors, summarily order an election to be held to
fill any such vacancies or newly created directorships, or to replace the
Directors chosen by the Directors then in office.

                                        5


          Section 3.  The business of the corporation shall be managed by its
Board of Directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

          Section 4.  The Board of Directors of the corporation may hold
meetings, both regular and special either within or without the State of
Delaware.

          Section 5.  The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the Directors.

          Section 6.  Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

          Section 7.  Special meetings of the Board may be called by the
President on one day's notice to each Director, either personally or by mail or
by telegram: special meetings shall be called by the President or Secretary in
like manner

                                        6


and on like notice on the written request of two Directors. Attendance of a
Director at a meeting shall constitute a waiver of notice of such meeting,
except when a Director attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.

          Section 8.  At all meetings of the Board not less than one-third of
the number of the whole Board and not less than two Directors shall constitute a
quorum for the transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation. If a quorum shall not be present
at any meeting of the Board of Directors the Directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

          Section 9.  Unless otherwise restricted by the Certificate of
Incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

                             COMMITTEES OF DIRECTORS

          Section 10. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the Directors of the corporation. The Board may
designate one or more Directors as alternate members of any committee, who may
replace any absent or

                                        7


disqualified member at any meeting of the committee. Any such committee, to the
extent provided in the resolution, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; provided, however, that in the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member. Such committee or committees shall have such name or names
as may be determined from time to time by resolution adopted by the Board of
Directors.

          Section 11. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

          Section 12. The Directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                        8


                                   ARTICLE IV

                                     NOTICES

          Section 1.  Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these by-laws, notice is required to be given
to any Director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
Director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to Directors may also be given by telegram.

          Section 2.  Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

          Section 1.  The officers of the corporation shall be chosen by the
Board of Directors and shall be a President, a Vice President, a Secretary, and
a Treasurer. The Board of Directors may also choose additional Vice Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these by-laws otherwise provide.

                                        9


          Section 2.  The Board of Directors at its first meeting after each
annual meeting of stockholders shall chose a President, one or more Vice
Presidents, a Secretary and a Treasurer.

          Section 3.  The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

          Section 4.  The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

          Section 5.  The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

          Section 6.  The President shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

          Section 7.  He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution

                                       10


thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the corporation.

                               THE VICE PRESIDENT

          Section 8.  In the absence of the President or in the event of his
inability or refusal to act, the Vice President, or if there shall be more than
one, the Vice Presidents in the order designated, or in the absence of any
designation, then in the order of their election, shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. The Vice Presidents shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

          Section 9.  The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal and he, or an Assistant Secretary, shall have authority to affix
the same to any instrument requiring it, and when so affixed it may be attested
by his signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.

                                       11


          Section 10. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, or in
the absence of designation, then in the order of their election, shall in the
absence of the Secretary, or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                      THE TREASURER AND ASSISTANT TREASURER

          Section 11. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.

          Section 12. He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.

          Section 13. If required by the Board of Directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers,

                                       12


vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

          Section 14. The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers, in the order determined by the Board of
Directors, or in the absence of designation, then in the order of their
election, shall, in the absence of the Treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

          Section 1.  Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
President or a Vice President and the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the corporation, certifying the
number of shares owned by him in the corporation. Certificates may be issued for
partly paid shares and in such case upon the face or back of the certificates
issued to represent any such partly paid shares, the total amount of the
consideration to be paid therefor, and the amount paid thereon shall be
specified.

          Section 2.  Where a certificate is countersigned (1) by a transfer
agent other than the corporation or its employee, or (2) by a registrar other
than the corporation or its employee, any other signature on the certificate may
be facsimile. In case any officer, transfer agent or registrar who has signed,
or whose facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar of

                                       13


the corporation before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issuance.

                                LOST CERTIFICATES

          Section 3.  The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

          Section 4.  Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                                       14


                               FIXING RECORD DATE

          Section 5.  In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividends or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

          Section 6.  The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                       15


                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

          Section 1.  Dividends upon the capital stock of the corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation.

          Section 2.  Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

          Section 3.  The Board of Directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.

                                     CHECKS

          Section 4.  All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                       16


                                   FISCAL YEAR

          Section 5.  The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

          Section 6.  The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII

                                   AMENDMENTS

          Section 1.  These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the Board of Directors when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting.

                                   ARTICLE IX

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

          Section 1.  The corporation shall to the full extent permitted by
Section 145 of the Delaware General Corporation Law, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto. The
indemnification authorized hereby shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under or through
any agreement, vote of stockholders or

                                       17


disinterested directors or otherwise, both as to action in the official capacity
of those seeking indemnification and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such persons. The corporation may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of another corporation, partnerships, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of Section 145.

                                       18


                        AMENDMENTS TO BY-LAWS OF PLAYBOY
                        CLUBS INTERNATIONAL, INC. ADOPTED
                        AT A SPECIAL MEETING OF THE BOARD
                        OF DIRECTORS OF SAID COMPANY HELD
                       IN CHICAGO, ILLINOIS ON MAY 9 ,1962

          Amend SECTION 2, of ARTICLE II relating to the date of the annual
meetings of stockholders as follows:

          Delete the numerals "1960" in the second line of said SECTION 2 and
insert in lieu thereof the numerals "1963". Delete the words "first Monday of
June" on the third line of said SECTION 2 and insert in lieu thereof the words
"third Tuesday of January". Said SECTION 2, as amended, shall read:

          "SECTION 2. Annual meetings of stockholders commencing with the year
1963, shall be held on the third Tuesday of January, if not a legal holiday, and
if a legal holiday, then on the next secular day following, at 11:30 A.M., at
which they shall elect by a plurality vote, by ballot or acclamation, a board of
directors, and transact such other business as may properly be brought before
the meeting."

          Amend SECTION 6, of ARTICLE II relating to the giving of written
notice of special meetings of the stockholders as follows:

          Delete the word "three" in the fourth line of said SECTION 6 and
insert in lieu thereof the word "ten". Said SECTION 6, as amended, shall read:

          "SECTION 6. Written notice of a special meeting of stockholders,
stating the time, place and object thereof, shall be given to each stockholder
entitled to vote thereat, at least ten days before the date fixed for the
meeting ."

          Amend SECTION 10, of ARTICLE II relating to cumulative voting and
elections of directors at meeting of stockholders, as follows:

          Delete entirely from said SECTION 10 the words contained in the last
sentence thereof, namely "At all elections of directors of the corporation each
stockholder having voting power shall be entitled to exercise the right of
cumulative voting as provided in the certificate of incorporation." Said SECTION
10, as amended, shall read:

          "SECTION 10. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period, and, except where the transfer books of the corporation have been
closed or a date has been fixed as a record date for the determination of its
stockholders entitled to vote, no share of stock shall be voted on at any
election for directors which has been transferred on the books of the
corporation within twenty days next preceding such election of directors."

          Said amendment to said SECTION 10 shall become effective on the date
that the Amendment to the Certificate of Incorporation of PLAYBOY CLUBS
INTERNATIONAL, INC. eliminating cumulative voting is filed with the Secretary of
State of the State of Delaware.

EX-3.49

                                                                    Exhibit 3.49

                                     FORM B

              BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO
               READ CAREFULLY THE INSTRUCTIONS ON THE BACK THEREOF

                   (THESE ARTICLES MUST BE FILED IN DUPLICATE)




STATE OF ILLINOIS,     )
                       ) ss.
COOK COUNTY            )

TO PAUL POWELL, Secretary of State




The undersigned,



                                                          Address
Name                          Number       Street         City           State
- --------------------------------------------------------------------------------
                           
Stephen M. Neumer             208 S. LaSalle Street, Chicago, Illinois
- --------------------------------------------------------------------------------
E. Leonard Rubin              919 N. Michigan, Chicago, Illinois
- --------------------------------------------------------------------------------
Louis M. Gibson               919 N. Michigan, Chicago, Illinois
- --------------------------------------------------------------------------------


being one or more natural persons of the age of twenty-one years or more or a
corporation, and having subscribed to shares of the corporation to be organized
pursuant hereto, for the purpose of forming a corporation under "The Business
Corporation Act" of the State of Illinois, do herby adopt the following Articles
of Incorporation:

                                   ARTICLE ONE

The name of the corporation hereby incorporated is: PLAYBOY PREFERRED, INC.

                                   ARTICLE TWO

The ADDRESS of its initial registered office in the State of Illinois is:
____________ in the City of Chicago (60611) County of Cook and the NAME of its
initial Registered Agent at SAID ADDRESS is William H. Klein

                                  ARTICLE THREE

The duration of the corporation is: PERPETUAL




                                  ARTICLE FOUR

     The purpose or purposes for which the corporation is organized are:

     To enter into, make and perform contracts, of every kind and description
with any person, firm, association, corporation or governmental agency.

     To purchase, or otherwise acquire, invest in, own, sell, assign, transfer
or otherwise dispose of, trade, deal in and deal with goods, wares and personal
property of every class and description as merchants, wholesale and retail,
consignees, assignees, importers and exporters.

     To act as Brokers for various insurance companies and other insurers,
selling to diverse persons, firms, or corporations, insurance and insurance
policies of any kind and character issued by any such insurance company or other
insurer.

     To purchase or otherwise acquire, hold, own, mortgage, sell, convey or
otherwise dispose of, real property of every class and description in any of the
States, Districts or Territories of the United States, and in any and all
foreign countries.

     In general, to carry on any other business in connection with the foregoing
and to have and exercise all the powers conferred by the Laws of Illinois upon
corporations formed under the Illinois Business Corporation Act, and to do any
or all of the things hereinbefore set forth to the same extent as natural
persons might or could do.

                                  ARTICLE FIVE

PARAGRAPH 1: The aggregate number of shares which the corporation is authorized
to issue is 100, divided into No classes. The designation of each class, the
number of shares of each class, and the par value, if any, of the shares of each
class, or a statement that the shares of any class are without par value, are as
follows:



Class       Series       Number of     Par value per share or statement that shares are
           (If any)       Shares                       without par value
                                                    
Common       None           100                              $100


                                        2


PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are:

                                   ARTICLE SIX

     The class and number of shares which the corporation proposes to issue
without further report to the Secretary of State, and the consideration
(expressed in dollars) to be received by the corporation therefor, are:



 Class of shares     Number of shares     Total consideration to be
                                              received therefor:
                                            
      Common                10                    $ 1,000.00
                                                  $


                                  ARTICLE SEVEN

     The corporation will not commence business until at least one thousand
dollars has been received as consideration for the issuance of shares.

                                  ARTICLE EIGHT

     The number of directors to be elected at the first meeting of the
shareholders is: THREE

                                  ARTICLE NINE

Paragraph 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $___________

Paragraph 2: It is estimated that the value of the property to be located within
the State of Illinois during the following year will be $___________

Paragraph 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $_______

Paragraph 4: It is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $_______________

     NOTE: If all the property of the corporation is to be located in this State
and all of its business is to be transacted at or from places of business in
this State, or if the incorporators elect to pay the initial franchise tax on
the basis of its entire

                                        3


stated capital and paid-in surplus, then the information called for in Article
Nine need not be stated.

The incorporators hereby elect to pay Franchise Tax on the basis of its entire
stated capital and paid-in surplus.

                             /s/ Stephen M. Neumer
                            -------------------------
                             /s/ E. Leonard Rubin
                            -------------------------
                             /s/ Louis M. Gibson
                            -------------------------

                            -------------------------  }      Incorporators

                            -------------------------

                            -------------------------

                            -------------------------

     NOTE: There may be one or more incorporators. Each incorporator shall be
either a corporation, domestic or foreign, or a natural person of the age of
twenty-one years or more. If a corporation acts as incorporator, the name of the
corporation and state of incorporation shall be shown and the execution must be
by its President or Vice-President and verified by him, and the corporate seal
shall be affixed and attested by its Secretary or an Assistant Secretary.

                             OATH AND ACKNOWLEDGMENT

STATE OF ILLINOIS      )
                       )ss.
Cook County            )

     I, Jane Spradling, a Notary Public, do hereby certify that on the 8th day
of August, 1966. Stephen M. Neumer, E. Leonard Rubin & Louis M. Gibson
personally appeared before me and being first duly sworn by me acknowledged the
signing of the foregoing document in the respective capacities therein set forth
and declared that the statements therein contained are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
above written.

                                        /s/ Jane Spradling
[SEAL]                                  -------------------------
                                        Notary Public

                                        4


                           ARTICLES OF AMENDMENT

                                  TO THE

                         ARTICLES OF INCORPORATION

                                    OF

                          PLAYBOY PREFERRED, INC.



To PAUL POWELL,
Secretary of State
Springfield, Illinois

     The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:

     ARTICLE FIRST: The name of the corporation is:

                             PLAYBOY PREFERRED, INC.

     ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:
(Article Four is amended by substituting the following for the third paragraph
thereof:)

          To be a Broker or Agent to effectuate contracts for any or all of the
     following types of insurance: Life, Accident & Health, Fire, Casualty,
     Motor Vehicle.

     ARTICLE THIRD: The number of shares of the corporation outstanding at the
time of the adoption of said amendment or amendments was ten (10); and the
number of shares of each class entitled to vote as a class on the adoption of
said amendment or amendments, and the designation of each such class were as
follows:



           CLASS                        NUMBER OF SHARES
                                     





     ARTICLE FOURTH: The number of shares voted for said amendment or amendments
was ten (10); and the number of shares voted against said amendment or
amendments was -0-. The number of shares of each class entitled to vote as a
class voted for and against said amendment or amendments, respectively, was:



CLASS                           NUMBER OF SHARES VOTED
                                FOR            AGAINST
                                         



Item 1. On the date of the adoption of this amendment, restating the articles of
incorporation, the corporation had _____ shares issued, itemized as follows:



CLASS            SERIES             NUMBER OF            PAR VALUE PER SHARE OR STATEMENT
                 (IF ANY)           SHARES               THAT SHARES ARE WITHOUT PAR VALUE
                                                



Item 2. On the date of the adoption of this amendment restating the articles of
incorporation, the corporation had a stated capital of $__________ and a paid-in
surplus of $__________ or a total of $______________.

     ARTICLE FIFTH: The manner in which the exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized shares
of any class below the number of issued shares of that class, provided for in,
or effected by, this amendment, is as follows:

     ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or
amendments effect a change in the amount of stated capital or the amount of
paid-in surplus, or both, is as follows:

                                        2



     Paragraph 2: The amounts of stated capital and of paid-in surplus as
changed by this amendment are as follows:



                                  BEFORE AMENDMENT       AFTER AMENDMENT
                                                
Stated capital...........       $                     $
Paid-in surplus..........       $                     $


     IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its Vice President, and its corporate
seal to be hereto affixed, attested by its Secretary this 19th day of August,
1966.

                                               PLAYBOY PREFERRED, INC.


                                               /s/ Eldon Sellers
                                               -----------------------------
                                                      Its Vice President

     Place
(CORPORATE SEAL)
     Here

/s/ R. J. Preuss
- ---------------------------
        Its Secretary

STATE OF ILLINOIS,         )
                           )ss.
COOK COUNTY                )

     I, E. Leonard Rubin, a Notary Public do hereby certify that on the 30th day
of August, 1966, Eldon Sellers personally appeared before me and being first
duly sworn by me acknowledged that he signed the foregoing document in the
capacity therein set forth and declared that the statements therein contained
are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
above written.

                                             /s/ E. Leonard Rubin
                                             -----------------------------
                                             Notary Public

[SEAL]

                                        3


Form BCA-5.10                 STATEMENT OF CHANGE
  NFP-105.10                  OF REGISTERED AGENT
                            AND/OR REGISTERED OFFICE         File #D4682-393-1
- --------------------------------------------------------------------------------
                                       FILED
                                    JUN 13 1994
                                   GEORGE H. RYAN
                                 SECRETARY OF STATE







- --------------------------------------------------------------------------------
1.   CORPORATE NAME: Playboy Preferred, Inc.

2.   STATE OF COUNTRY OF INCORPORATION: Illinois
- --------------------------------------------------------------------------------

3.   Name and address of the registered agent and registered office as they
     appear on the records of the office of the Secretary of State (BEFORE
     CHANGE):

   Registered Agent The Prentice-Hall Corporation System, Inc.
                    ------------------------------------------------------------
                       FIRST NAME        MIDDLE NAME              LAST NAME

   Registered Office33 North Lasalle St.
                    ------------------------------------------------------------
                       NUMBER              STREET    SUITE NO. (A.P.O. BOX ALONE
                                                     IS NOT ACCEPTABLE)

                    Chicago, IL 60602                               Cook
                    ------------------------------------------------------------
                       CITY               ZIP CODE                 COUNTY

4.   Name and address of the registered agent and registered office shall be
     (AFTER ALL CHANGES HEREIN REPORTED):

   Registered Agent C T CORPORATION SYSTEM
                    ------------------------------------------------------------
                       FIRST NAME        MIDDLE NAME              LAST NAME

   Registered Office C/O C T Corporation System, 208 S. La Salle Street
                    ------------------------------------------------------------
                       NUMBER              STREET    SUITE NO. (A.P.O. BOX ALONE
                                                     IS NOT ACCEPTABLE)

                    Chicago                 60604                   Cook
                    ------------------------------------------------------------
                       CITY               ZIP CODE                 COUNTY

5.   The address of the registered office and the address of the business office
     of the registered agent, as changed, will be identical.

6.   The above change was authorized by: ("X" ONE BOX ONLY)

       a.  /X/  By resolution duly adopted by the board of directors.   (NOTE 5)
       b.  / /  By action of the registered agent.                      (NOTE 6)

NOTE: When the registered agent changes, the signatures of both President and
Secretary are required.

7.   (IF AUTHORIZED BY THE BOARD OF DIRECTORS, SIGN HERE. SEE NOTE 5)

       The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.

Dated MAY 20, 19, 94                           PLAYBOY PREFERRED, INC.

attested by /s/ Irma Villarreal                By /s/ Howard Shapiro
           --------------------------------       ------------------------------
           (SIGNATURE OF SECRETARY OR             (SIGNATURE OF PRESIDENT OR
            ASSISTANT SECRETARY)                   VICE PRESIDENT)

            Irma Villarreal, Secretary            Howard Shapiro, Vice President
           --------------------------------     --------------------------------
             (TYPE OR PRINT NAME AND TITLE)       (TYPE OR PRINT NAME AND TITLE)

(IF CHANGE OF REGISTERED OFFICE BY REGISTERED AGENT, SIGN HERE. SEE NOTE 6)

     The undersigned, under penalties of perjury, affirms that the facts stated
herein are true.

Dated _______________________________ 19,94__   --------------------------------
                                                    (SIGNATURE OF REGISTERED
                                                      AGENT OF RECORD)
(ILL. -581-5/14/91)

EX-3.50

                                                                    Exhibit 3.50

                             PLAYBOY PREFERRED, NC.

                                     -o-O-o-

                                   B Y L A W S

                                     -o-O-o-

                                    ARTICLE I

                                     OFFICES

          SECTION 1.   The principal office shall be in the City of Chicago,
County of Cook, State of Illinois.

          SECTION 2.   The Corporation may also have offices at such other
places both within and without the State of Illinois as the Board of Directors
may from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          SECTION 1.   Meetings of the stockholders for the election of
directors shall be held at such place, either within or without the State of
Illinois, as may be fixed from time to time, by the Board of Directors, and as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

          SECTION 2.   Annual meetings of stockholders shall be held on the
second Friday of November, if not a legal holiday, and if a legal holiday, then
the next secular day following, at which meetings they shall elect by a
plurality vote a Board of



Directors, and transact such other business as may properly be brought before
the meeting.

          SECTION 3.   The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

          SECTION 4.   Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

          SECTION 5.   Whenever stockholders are required or permitted to take
any action at a meeting, a written notice of the meeting shall be given, which
notice shall

                                        2


state the place, date and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. The written
notice of any meeting shall be given to each stockholder entitled to vote at any
such meeting not less than ten nor more than sixty days before the date of the
meeting. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.

          SECTION 6.   Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

          SECTION 7.   The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

          SECTION 8.   When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required

                                        3


in which case such express provision shall govern and control the decision of
such question. Each nominee for director, in order to be elected at a meeting,
must receive the vote of the holders of a majority of the stock having power to
vote in the election of the Board of Directors and present in person or
represented by proxy at such meeting.

          SECTION 9.   Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
capital stock having voting power held by such stockholder, but no proxy shall
be valid unless it provides that it may only be voted on at a specific meeting
of stockholders or any adjournment or adjournments thereof except where the
transfer books of the Corporation have been closed or a date has been fixed as a
record date for the determination of its stockholders entitled to vote, no share
of stock shall be voted on at any election for directors which has been
transferred on the books of the corporation within twenty days next preceding
such election for directors.

          SECTION 10.  Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Illinois, its principal place of business,
or to an officer or agent of the Corporation having custody of the book

                                        4


in which proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

          SECTION 1.   The number of directors which shall constitute the whole
Board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2. of this Article, and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

          SECTION 2.   Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.

          SECTION 3.   The business of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

          SECTION 4.   Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed,

                                        5


with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

          SECTION 5.   The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the state of
Illinois.

          SECTION 6.   The first meeting of each newly elected Board of
Directors shall be held without other notice than this Bylaw, immediately after,
and at the same place, as the annual meeting of stockholders.

          SECTION 7.   Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

          SECTION 8.   Special meetings of the Board may be called by the
President on twenty-four hours' notice to each director, either personally, by
telegram or by facsimile, or on five days' notice by mail; special meetings
shall be called by the chief Executive officer or Secretary in like manner and
on like notice on the written request of two directors.

          SECTION 9.   At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third of the total number of authorized directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation.

                                        6


          If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

          SECTION 10.  Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceeding of the Board or
committee.

          SECTION 11.  Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

          SECTION 12.  The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

                                        7


          SECTION 13.  Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                           COMPENSATION OF DIRECTORS

          SECTION 14.  The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

          SECTION 1.   Notice to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

          SECTION 2.   Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

          SECTION 1.   The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President, a Vice President, a Secretary and a
Treasurer.

                                        8


The Board of Directors may also choose additional Vice Presidents, and one or
more Assistant Secretaries and Assistant Treasurers. Two or more offices may be
held by the same person.

          SECTION 2.   The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, a Vice President, a
Secretary and a Treasurer, and may choose one or more additional Vice Presidents
and one or more Assistant Secretaries and Assistant Treasurers.

          SECTION 3.   The Board of Directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

          SECTION 4.   The Board of Directors shall be responsible for
establishing the compensation and employee benefit policies and programs of the
Corporation.

          SECTION 5.   The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

          SECTION 6.   The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall have the general powers and
duties of management usually vested in the chief executive officer of
corporations.

                                        9


                               THE VICE PRESIDENTS

          SECTION 7.   In the election of officers, the Board of Directors may
designate one of the Vice Presidents as an Executive Vice President and one or
more of the Vice Presidents as a Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

               (a) The Executive Vice President, if any;

               (b) The Senior Vice Presidents, if any, in the order designated
     by the Board of Directors or, in the absence of any designation, then in
     the order of their election;

               (c) All other Vice Presidents in the order designated by the
     Board of Directors or, in the absence of any designation, then in the order
     of their election.

          Each Vice President when performing the duties of the President shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall perform such
other duties as may be assigned to him from time to time by the President or by
the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

          SECTION 8.   The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required. He

                                       10


shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President, under whose
supervision he shall be. He shall have custody of the corporate seal of the
Corporation and he, or an Assistant Secretary, shall have authority to affix the
same to any instrument requiring it and when so affixed, it may be attested by
his signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.

          SECTION 9.   The Assistant Secretary, or if there be more than one,
the Assistant Secretaries in the order determined by the Board of Directors,
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

          SECTION 10.  The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

          SECTION 11.  He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

                                       11


          SECTION 12.  If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

          SECTION 13.  The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

          SECTION 1.   Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by,
the President or Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
Corporation.

          SECTION 2.   The signatures on any stock certificate of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation,

                                       12


such certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

          SECTION 3.   The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

          SECTION 4.   Upon surrender to the Corporation or the transfer agent
of the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                                       13


                     CLOSING OF TRANSFER BOOKS; RECORD DATE

          SECTION 5.   The Board of Directors may fix in advance a date, not
exceeding sixty days or less than ten days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of such dividend, or to any
such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case such stockholders and only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, or
to give such consent, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as
aforesaid.

                             REGISTERED STOCKHOLDERS

          SECTION 6.   The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on

                                       14


its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Illinois.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

          SECTION 1.   Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of capital
stock, subject to the provisions of the Certificate of Incorporation.

          SECTION 2.   Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

          SECTION 3.   All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                       15


          SECTION 4.   The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

          SECTION 5.   The corporate seal shall be circular in form with the
name "PLAYBOY PREFERRED, INC." at top, "Illinois" at the bottom and the words
"Corporate Seal" in the center. Pursuant to the Business Corporation Act of
Illinois, the Corporation may use such seal by causing it or a facsimile thereof
to be impressed or affixed, or reproduced, or otherwise, and which corporate
seal may be altered at pleasure.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          SECTION 6.

               (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a
     party or is threatened to be made a party to or is involved in any action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative (hereinafter a "proceeding"), by reason of the fact that he
     or she, or a person of whom he or she is the legal representative, is or
     was a director or officer of the Corporation or is or was serving at the
     request of the Corporation as a director, officer, employee or agent of
     another corporation or of a partnership, joint venture, trust or other
     enterprise, including service with respect to employee benefit plans,
     whether the basis of such proceeding is alleged action in an official
     capacity as a director, officer, employee or agent or in any other capacity
     while serving as a director, officer, employee or agent, shall be
     indemnified and held harmless by the Corporation to the fullest extent
     authorized by the Illinois Business Corporation Act, as the same exists or
     may hereafter be amended (but, in the case of any such amendment, only to
     the extent that such amendment permits the Corporation to

                                       16


     provide broader indemnification rights than said law permitted the
     Corporation to provide prior to such amendment) against all expense,
     liability and loss (including attorneys' fees, judgments, fines, ERISA
     excise taxes or penalties and amounts paid to be paid in settlement)
     reasonably incurred or suffered by such person in connection therewith and
     such indemnification shall continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the benefit of his
     or her heirs, executors and administrators; provided, however, that except
     as provided in Paragraph (b) hereof, the Corporation shall indemnify any
     such person seeking indemnification in connection with a proceeding (or
     part thereof) initiated by such person only if such proceeding (or part
     thereof) was authorized by the Board of Directors of the Corporation. The
     right to indemnification conferred in this section shall be a contract
     right and shall include the right to be paid by the Corporation the
     expenses incurred in defending any such proceeding in advance of its final
     disposition; provided, however, that if the Illinois Business Corporation
     Act requires, the payment of such expenses incurred by a director or
     officer in his or her capacity as a director or officer (and not in any
     other capacity in which service was or is rendered by such person while a
     director or officer including, without limitation, service to an employee
     benefit plan) in advance of the final disposition of a proceeding, shall be
     made only upon delivery to the Corporation of an undertaking, by or on
     behalf of such director or officer, to repay all amounts so advanced if it
     shall ultimately be determined that such director or officer is not
     entitled to be indemnified under this Section or otherwise.

                                       17


               (b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Paragraph
     (a) of this Section is not paid in full by the Corporation within ninety
     days after a written claim has been received by the Corporation, the
     claimant may at any time thereafter bring suit against the Corporation to
     recover the unpaid amount of the claim and, if successful in whole or in
     part, the claimant shall be entitled to be paid also the expense of
     prosecuting such claim. It shall be a defense to any such action (other
     than an action brought to enforce a claim for expenses incurred in
     defending any proceeding in advance of its final disposition where the
     required undertaking, if any is required, has been tendered to the
     Corporation) that the claimant has not met the standards of conduct which
     make it permissible under the Illinois Business Corporation Act for the
     Corporation to indemnify the claimant for the amount claimed, but the
     burden of proving such defense shall be on the Corporation. Neither the
     failure of the Corporation (including its Board of Directors, independent
     legal counsel, or its stockholders) to have made a determination prior to
     the commencement of such action that indemnification of the claimant is
     proper in the circumstances because he or she has met the applicable
     standard of conduct set forth in the Illinois Business Corporation Act, nor
     an actual determination by the Corporation (including its Board of
     Directors, independent legal counsel, or its stockholders) that the
     claimant has not met such applicable standard of conduct, shall be a
     defense to the action or create a presumption that the claimant has not met
     the applicable standard of conduct.

               (c) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
     payment of expenses incurred in defending a proceeding in advance of its
     final

                                       18


     disposition conferred in this section shall not be exclusive of any other
     right which any person may have or hereafter acquired under any statute,
     provision of the Certificate of Incorporation, Bylaw, agreement, vote of
     stockholders or disinterested directors or otherwise.

               (d) INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another corporation, partnership, joint venture, trust
     or other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person against
     such expense, liability or loss under the Illinois Business Corporation
     Act.

                                  ARTICLE VIII

                                   AMENDMENTS

SECTION 1.   These Bylaws may be altered or repealed at any regular meeting of
the stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration or repeal
be contained in the notice of such special meeting.

                                       19

EX-3.51

                                                                    Exhibit 3.51

                          CERTIFICATE OF INCORPORATION

                                       OF

                             PLAYBOY OF SUSSEX, INC.

                                    * * * * *

     FIRST. The name of the corporation is PLAYBOY OF SUSSEX, INC.

     SECOND. The address of its registered office in the State of Delaware is
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.

     THIRD. The nature of the business or purposes to be conducted or promoted
is: The corporation shall, as one of its primary purposes, hold, own, control
and utilize liquor, intoxicating beverage, and all other appropriate licenses
and permits for the operation of, and shall operate, control and own,
restaurants, taverns, nightclubs, cabarets, inns, hotels, and resorts.

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole



     or any part of the obligations or liabilities of any person, firm,
association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.

     To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political sub- division or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.

                                        2


     To borrow or raise moneys for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise,
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.

     In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this certificate of incorporation together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the corporation.

                                        3


     The business and purposes specified in the foregoing clauses shall, except
where otherwise expressed, be in nowise limited or restricted by reference to,
or inference from, the terms of any other clause in this certificate of
incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent business and purposes.

     FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is five hundred (500) of the par value of One Hundred
Dollars ($100.00) each, amounting in the aggregate to Fifty Thousand Dollars
($50,000.00).

     At all elections of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected, and he may cast all of such votes for a
single director or may distribute them among the number to be voted for, or for
any two or more of them as he may see fit.

     FIFTH. The name and mailing address of each incorporator is as follows:



     NAME                      MAILING ADDRESS
     ----                      ---------------
                            
J. L. Rivera                   100 West Tenth Street
                               Wilmington, Delaware

F. J. Obara, Jr.               100 West Tenth Street
                               Wilmington, Delaware

A. D. Grier                    100 West Tenth Street
                               Wilmington, Delaware


                                        4


     SIXTH. The corporation is to have perpetual existence.

     SEVENTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     By a majority of the whole board, to designate one or more committees, each
committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution or in
the by-laws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; provided, however, the by-laws may provide that in
the absence or disqualification of any member of such committee or committees,
the member or members thereof present at any

                                        5


meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in the place of any such absent or disqualified member.

     When and as authorized by the affirmative vote of the holders of a majority
of the stock issued and outstanding having voting power given at a stockholders'
meeting duly called upon such notice as is required by statute, or when
authorized by the written consent of the holders of a majority of the voting
stock issued and outstanding, to sell, lease or exchange all or substantially
all of the property and assets of the corporation, including its good will and
its corporate franchises, upon such terms and conditions and for such
consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as its board of directors shall deem expedient and for the best
interests of the corporation.

     EIGHTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any

                                        6


receiver or receivers appointed for this corporation under the provisions of
section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stock- holders or class of stockholders, of this corporation, as the
case may be, and also on this corporation.

     NINTH. Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the bylaws of the corporation. Elections of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.

     TENTH. The corporation reserves the right to amend, alter, change or repeal
any provision contained in

                                        7


this certificate of incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted subject
to this reservation.

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 22nd day of July, 1968.

                                            /s/ J. L. Rivera
                                            -------------------

                                            /s/ F.J. Obara, Jr.
                                            -------------------

                                            /s/ A. D. Grier
                                            -------------------

STATE OF DELAWARE    )
                     ) ss:
COUNTY OF NEW CASTLE )

     BE IT REMEMBERED that on this 22nd day of July , 1968, personally came
before me, a Notary Public for the State of Delaware, J.L. Rivera, F. J. Obara,
Jr. and A. D. Grier, all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledged the
said certificate to be the act and deed of the signers respectively and that the
facts stated therein are true.

     GIVEN under my hand and seal of office the day and year aforesaid.

                                           /s/ [Illegible] Atwell
                                          ------------------------
                                            Notary Public

                                        8


             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT


     It is hereby certified that:

     1. The name of the corporation (hereinafter called the "corporation") is
PLAYBOY OF SUSSEX, INC.

     2. The registered office of the corporation within the State of Delaware is
hereby changed to 229 South State Street, City of Dover 19901, County of Kent.

     3. The registered agent of the corporation within the State of Delaware is
hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.

     4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on February 18, 1977.

                                        /s/ George B. Miles
                                        -------------------------------
                                        George B. Miles, Vice President

Attest:

/s/ Howard Shapiro
- -------------------------------
Howard Shapiro, Asst. Secretary




                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *


     Playboy of Sussex, Inc. a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present registered office of the corporation is in the county of Kent.

     The Board of Directors of Playboy of Sussex, Inc. adopted the following
resolution on the 20th day of May, 1994.

     Resolved, that the registered office of Playboy of Sussex, Inc. in the
state of Delaware be and it hereby is changed to Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle, and the
authorization of the present register agent of this corporation be and the same
is hereby withdrawn. and THE CORPORATION TRUST COMPANY, shall be and is hereby
constituted and appointed the registered agent of this corporation at the
address of its registered office.

     IN WITNESS WHEREOF, Playboy of Sussex, Inc. has caused this statement to be
signed by Howard Shapiro, its Vice President , and attested by Irma Villarreal,
its Secretary this 20th day of May, 1994.

                                           By /s/ Howard Shapiro
                                             -----------------------------------
                                                  Howard Shapiro, Vice President

ATTEST:

By  /s/ Irma Villarreal
    ------------------------------
        Irma Villarreal, Secretary

EX-3.52

                                                                    Exhibit 3.52

                             PLAYBOY OF SUSSEX, INC.

                                     -0-0-0-

                                    B Y LAW S

                                     -0-0-0-

                                    ARTICLE I

                                     OFFICES

          SECTION 1.   The principal office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

          SECTION 2.   The Corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          SECTION 1.   Meetings of the stockholders for the election of
directors shall be held at such place, either within or without the State of
Delaware, as may be fixed from time to time, by the Board of Directors, and as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

          SECTION 2.   Annual meetings of stockholders, commencing with the year
1990, shall be held on the third Monday of November, if not: a legal holiday,
and if a legal holiday, then the next secular day following, at which meetings
they shall elect by a plurality vote a Board of Directors, and transact such
other business as may properly be brought before the meeting.



          SECTION 3.   The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

          SECTION 4.   Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

                                       -2-


          SECTION 5.   Whenever stockholders are required or permitted to take
any action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty days before the
date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the corporation.

          SECTION 6.   Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

          SECTION 7.   The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be: present or represented. At such adjourned
meeting at which a. quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

                                       -3-


          SECTION 8.   When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question. Each nominee for
director, in order to be elected at a meeting, must receive the vote of the
holders of a majority of the stock having power to vote in the election of the
Board of Directors and present in person or represented by proxy at such
meeting.

          SECTION 9.   Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
capital stock having voting power held by such stockholder, but no proxy shall
be valid unless it provides that it may only be voted on at a specific meeting
of stockholders or any adjournment or adjournments thereof: except where the
transfer books of the Corporation have been closed or a date has been fixed as a
record date for the determination of its stockholders entitled to vote, no share
of stock shall be voted on at any election for directors which has been
transferred on the books of the corporation within twenty days next preceding
such election for directors.

                                       -4-


          SECTION 10.  Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or to an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

          SECTION 1.   The number of directors which shall constitute the whole
Board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as

                                       -5-


provided in Section 2. of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.

          SECTION 2.   Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.

          SECTION 3.   The business of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

          SECTION 4.   Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

          SECTION 5.   The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

          SECTION 6.   The first meeting of each newly elected Board of
Directors shall be held without other notice than this Bylaw, immediately after,
and at the same place, as the annual meeting of stockholders.

                                       -6-


          SECTION 7.   Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

          SECTION 8.   Special meetings of the Board may be called by the
President on twenty-four hours' notice to each director, either personally, by
telegram or by facsimile, or on five days' notice by mail; special meetings
shall be called by the President or Secretary in like manner and on like notice
on the written request of two directors.

          SECTION 9.   At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third of the total number of authorized directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation.

          If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

          SECTION 10.  Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if pr nor to such action a written consent thereto is signed
by all members

                                       -7-


of the Board or of such committee as the case may be, and such written consent
is filed with the minutes of proceeding of the Board or committee.

          SECTION 11.  Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

          SECTION 12.  The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

          SECTION 13.  Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                                       -8-


                            COMPENSATION OF DIRECTORS

          SECTION 14.  The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

          SECTION 1.   Notice to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

          SECTION 2.   Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

          SECTION 1.   The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President, a Vice President, a Secretary and a

                                       -9-


Treasurer. The Board of Directors may also choose additional Vice Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Two or more
offices may be held by the same person.

          SECTION 2.   The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, a Vice President, a
Secretary and a Treasurer, and may choose one or more additional Vice Presidents
and one or more Assistant Secretaries and Assistant Treasurers.

          SECTION 3.   The Board of Directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

          SECTION 4.   The Board of Directors shall be responsible for
establishing the compensation and employee benefit policies and programs of the
Corporation.

          SECTION 5.   The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                                       -10-


                                  THE PRESIDENT

          SECTION 6.   The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall have the general powers and
duties of management usually vested in the chief executive officer of
corporations.

                               THE VICE PRESIDENTS

          SECTION 7.   In the election of officers, the Board of Directors may
designate one of the Vice Presidents as an Executive Vice President and one or
more of the Vice Presidents as a Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

          (a) The Executive Vice President, if any;

          (b) The Senior Vice Presidents, if any, in the order designated by the
     Board of Directors or, in the absence of any designation, then in the order
     of their election;

          (c) All other Vice Presidents in the order designated by the Board of
     Directors or, in the absence of any designation, then in the order of their
     election.

          Each Vice President when performing the duties of the President shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for

                                       -11-


shares of the Corporation and shall perform such other duties as may be assigned
to him from time to time by the President or by the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

          SECTION 8.   The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the: stockholders and special meetings of the Board of Directors, and. shall
perform such other duties as may be prescribed by the Board: of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

          SECTION 9.   The Assistant Secretary, or if there be more than one,
the Assistant Secretaries in the order determined by the Board of Directors,
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                      -12-


                     THE TREASURER AND ASSISTANT TREASURERS

          SECTION 10.  The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

          SECTION 11.  He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

          SECTION 12.  If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

          SECTION 13.  The Assistant Treasurer, or if there shall be more than
one,. the Assistant Treasurers in the order determined by the Board of
Directors, shall, in the absence or disability of the. Treasurer, perform the
duties and exercise the powers of the: Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                                      -13-


                                   ARTICLE VI

                              CERTIFICATES OF STOCK

          SECTION 1.   Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the Corporation by,
the President or Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
corporation.

          SECTION 2.   The signatures on any stock certificate of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

          SECTION 3.   The Board of Directors may direct a new certificate or
cert- ificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an

                                      -14-


affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

          SECTION 4.   Upon surrender to the Corporation or the transfer agent
of the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                     CLOSING OF TRANSFER BOOKS; RECORD DATE

          SECTION 5.   The Board of Directors may fix in advance a date, not
exceeding sixty days or less than ten days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote

                                      -15-



at, any such meeting, and any adjournment thereof, or entitled to receive
payment of such dividend, or to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining such consent, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting, and any adjournment thereof, or entitled to
receive payment of such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
capital stock, or to give such consent, and in such case such stockholders and
only such stockholders as shall be stockholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid.

                             REGISTERED STOCKHOLDERS

          SECTION 6.   The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof,

                                      -16-


except as otherwise provided by the laws of Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

          SECTION 1.   Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of capital
stock, subject to the provisions of the Certificate of Incorporation.

          SECTION 2.   Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

          SECTION 3.   All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                      -17-


          SECTION 4.   The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

          SECTION 5.   The corporate seal shall be circular in form with the
name "PLAYBOY OF SUSSEX, INC." at top, "Delaware" at the bottom and the words
"Corporate Seal" in the center. Pursuant to the General Corporation Law of
Delaware, the Corporation may use such seal by causing it or a facsimile thereof
to be impressed or affixed, or reproduced, or otherwise, and which corporate
seal may be altered at pleasure.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          SECTION 6.

               (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a
          party or is threatened to be made a party to or is involved in any
          action, suit or proceeding, whether civil, criminal, administrative or
          investigative (hereinafter a "proceeding"), by reason of the fact that
          he or she, or a person of whom he or she is the legal representative,
          is or was a director or officer of the Corporation or is or was
          serving at the request of the Corporation as a director, officer,
          employee or agent of another corporation or of a partnership, joint
          venture, trust or other enterprise, including service with respect to
          employee benefit plans, whether the basis of such proceeding is
          alleged action in an official capacity as a director, officer,
          employee or agent or in any other

                                      -18-


          capacity while serving as a director, officer, employee or agent,
          shall be indemnified and held harmless by the Corporation to the
          fullest extent authorized by the Delaware General Corporation Law, as
          the same exists or may hereafter be amended (but, in the case of any
          such amendment, only to the extent that such amendment permits the
          Corporation to provide broader indemnification rights than said law
          permitted the Corporation to provide prior to such amendment) against
          all expense, liability and loss (including attorneys' fees, judgments,
          fines, ERISA excise taxes or penalties and amounts paid to be paid in
          settlement) reasonably incurred or suffered by such person in
          connection therewith and such indemnification shall continue as to a
          person who has ceased to be a director, officer, employee or agent and
          shall inure to the benefit of his or her heirs, executors and
          administrators; provided, however, that except as provided in
          Paragraph (b) hereof, the Corporation shall indemnify any such person
          seeking indemnification in connection with a proceeding (or part
          thereof) initiated by such person only if such proceeding (or part
          thereof) was authorized by the Board of Directors of the Corporation.
          The right to indemnification conferred in this section shall be a
          contract right and shall include the right to be paid by the
          Corporation the expenses incurred in defending any such proceeding in
          advance of its final disposition; provided, however, that if the
          Delaware General Corporation Law requires, the payment of such

                                      -19-


          expenses incurred by a director or officer in his or her capacity as a
          director or officer (and not in any other capacity in which service
          was or is rendered by such person while a director or officer
          including, without limitation, service to an employee benefit plan) in
          advance of the final disposition of a proceeding, shall be made only
          upon delivery to the Corporation of an undertaking, by or on behalf of
          such director or officer, to repay all amounts so advanced if it shall
          ultimately be determined that such director or officer is not entitled
          to be indemnified under this Section or otherwise.

               (b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Paragraph
          (a) of this Section is not paid in full by the Corporation within
          ninety days after a written claim has been received by the
          Corporation, the claimant may at any time thereafter bring suit
          against the Corporation to recover the unpaid amount of the claim and,
          if successful in whole or in part, the claimant shall be entitled to
          be paid also the expense of prosecuting such claim. It shall be a
          defense to any such action (other than an action brought to enforce a
          claim for expenses incurred in defending any proceeding in advance of
          its final disposition where the required undertaking, if any is
          required, has been tendered to the Corporation) that the claimant has
          not met the standards of conduct which make it permissible under the
          Delaware General Corporation Law for the Corporation to indemnify the

                                      -20-


          claimant for the amount claimed, but the burden of proving such
          defense shall be on the Corporation. Neither the failure of the
          Corporation (including its Board of Directors, independent legal
          counsel, or its stockholders) to have made a determination prior to
          the commencement of such action that indemnification of the claimant
          is proper in the circumstances because he or she has met the
          applicable standard of conduct set forth in the Delaware General
          Corporation Law, nor an actual determination by the Corporation
          (including its Board of Directors, independent legal counsel, or its
          stockholders) that the claimant has not met such applicable standard
          of conduct, shall be a defense to the action or create a presumption
          that the claimant has not met the applicable standard of conduct.

               (c) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
          payment of expenses incurred in defending a proceeding in advance of
          its final disposition conferred in this section shall not be exclusive
          of any other right which any person may have or hereafter acquired
          under any statute, provision of the Certificate of Incorporation,
          Bylaw, agreement, vote of stockholders or disinterested directors or
          otherwise.

               (d) INSURANCE. The corporation may maintain insurance, at its
          expense, to protect itself and any director, officer, employee or
          agent of the Corporation or another corporation, partnership, joint
          venture, trust or other enterprise against any such expense, liability
          or loss, whether or not the Corporation would have the power to
          indemnify

                                      -21-


          such person against such expense, liability or loss under the Delaware
          General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

               SECTION 1. These Bylaws may be altered or repealed at any regular
          meeting of the stockholders or of the Board of Directors or at any
          special meeting of the stockholders or of the Board of Directors if
          notice of such alteration or repeal be contained in the notice of such
          special meeting.

                                      -22-

EX-3.53

                                                                    Exhibit 3.53

                                    WISCONSIN

                            ARTICLES OF INCORPORATION

                                       OF

                          PLAYBOY CLUB OF GENEVA, INC.

                                      * * *

          The undersigned, being natural persons of the age of twenty-one years
or more, for the purpose of forming a corporation under the Wisconsin Business
Corporation Law, do hereby adopt the following Articles of Incorporation:

                                   ARTICLE ONE

                         The name of the corporation is

                          PLAYBOY CLUB OF GENEVA, INC.

                                   ARTICLE TWO

         The period of existence of the corporation shall be perpetual.

                                  ARTICLE THREE

          The purpose or purposes for which the corporation is organized are:

          To establish, build, purchase, lease, acquire, own, hold, maintain,
improve, use, manage and operate and to franchise others to operate supper
clubs, restaurants and eating places of all kinds; to manufacture, purchase,
acquire, own, hold, use, deal in, sell and dispose of foods, beverages,
condiments, confections, provisions, tobaccos [not legible] of all kinds and any
articles, materials, ingredients, products, machinery, equipment and property
related or incidental thereto or suitable, necessary or convenient



in connection therewith; and to build, purchase, lease, acquire, own, hold,
maintain, improve, use, manage and operate hotels, motels, golf courses,
offices, stores, store-houses, commissaries, buildings, structures, works and
properties used for or in connection with any business of the corporation.

          The corporation may also engage in any lawful activity within the
purposes for which corporations may be organized under the Wisconsin Business
Corporation Law.

                                  ARTICLE FOUR

          The aggregate number of shares which the corporation shall have
authority to issue is one hundred (100) of the par value of Ten Dollars ($10.00)
each.

                                  ARTICLE FIVE

          The address of its initial registered office in the State of Wisconsin
is 900 Gay Building, 16 North Carroll Street, Madison 3, and the name of its
initial registered agent at such address is C T Corporation System.

                                   ARTICLE SIX

          The number of directors of the corporation may be fixed by the by-laws
but shall not be less than three (3).

                                  ARTICLE SEVEN

          The name and address of each of the incorporators forming the
corporation are:

                                        2




   NAME                                    ADDRESS
   ----                                    -------
                                  
D. T. Witter                         208 South LaSalle Street
                                     Chicago, Illinois

D. L. Hannum                         208 South LaSalle Street
                                     Chicago, Illinois

H. G. Yost                           208 South LaSalle Street
                                     Chicago, Illinois


          IN WITNESS WHEREOF, we have hereunto set our hands, this twenty-second
day of July, A. D., 1965.

                                           /s/ D. T. Witter
                                           ------------------------------------
                                                          D. T . Witter

                                           /s/ D. L. Hannum
                                           ------------------------------------
                                                          D. L. Hannum

                                           /s/ H. G. Yost
                                           ------------------------------------
                                                          H. G. Yost

STATE OF ILLINOIS
                      SS:
COUNTY OF COOK

          Personally came before me this twenty-second day of July A. D., 1965,
the above named D. T. Witter, D. L. Hannum and H. G. Yost to me known to be the
persons who executed the foregoing instrument, and acknowledged the same.


                                           /s/ Lillian Arndt
                                           ------------------------------------
                                                         Notary Public

(NOTARIAL SEAL)

                                        My Commission Expires: July 18, 1969

                                        3


RESOLVED, That the name of Playboy Club of Geneva, Inc. be changed to Playboy of
Lyons, Inc. by amending Article One of the Articles of Incorporation, so that as
amended it shall read as follows:

                         The name of the corporation is

                             PLAYBOY OF LYONS, INC.

RESOLVED, that Article Three of the Articles of Incorporation of Playboy Club of
Geneva, Inc. be amended, by adding the following as additional purposes of the
said corporation:

          The corporation shall, as one of its primary purposes, hold, own,
control and utilize liquor, intoxicating beverage, and all other appropriate
licenses and permits for the operation of restaurants, taverns, nightclubs,
cabarets, inns, hotels, and resorts, in the State of Wisconsin and elsewhere,
and the carrying out of the other functions set forth in this Article Three.

The undersigned officers of PLAYBOY CLUB OF GENEVA, INC.

_______________________________________________________________________certify
                    (Use correct and complete corporate name)

     1.  The foregoing amendment of the articles of incorporation of said
corporation was consented to in writing by the holders of all shares entitled to
vote with respect to the subject matter of said amendment, duly signed by said
shareholders or in their names by their duly authorized attorneys. (See
instruction 2)



Classes of shares      Number of shares   Number entitled      Number voted
                          outstanding         to vote        For       Against
                                                             
Common                         10               10            10         -0-

Preferred                     NONE


     3.  (See instruction 6)



     4.  The original articles of incorporation were recorded with the register
         of deed of Dane county, Wisconsin in Vol. 430 And Page 18

Dated and seal (if any) affixed this 31st day of January 1968.


                                               /s/ Robert F. Lehman
                                               -----------------------------
                                               Robert F. Lehman, President

(Affix seal or state that there is none)

                                               /s/ William L. Seymour
                                               -----------------------------
                                               William L. Seymour, Secretary

                                        2



                               ARTICLES OF MERGER
                                     MERGING
                        PLAYBOY CLUB OF LAKE GENEVA, INC.
                             A DELAWARE CORPORATION
                                      INTO
                             PLAYBOY OF LYONS, INC.
                             A WISCONSIN CORPORATION

          The undersigned corporations, pursuant to Section 180.68 of the
Wisconsin Business Corporation Law, hereby execute the following articles of
merger:

          FIRST:    The names of the corporations proposing to merge and the
names of the States under the laws of which such corporations are organized, are
Playboy Club of Lake Geneva, Inc.. a Delaware corporation, and Playboy of Lyons,
Inc., a Wisconsin corporation.

          SECOND:   The laws of Delaware, the State under which Playboy Club of
Lake Geneva, Inc., the foreign corporation is organized, permit such merger.

          THIRD:    The name of the surviving corporation shall be Playboy of
Lyons, Inc. and it shall be governed by the laws of the State of Wisconsin.

          FOURTH:   The plan of merger is as follows:

          1.   Playboy Club of Lake Geneva, Inc. shall be merged into Playboy of
Lyons, Inc. pursuant to Section 180.68 of the Wisconsin Business Corporation
Law, and Section 253 of the General Corporation Law of the State of Delaware.

          2.   Upon completion of the merger the separate existence of Playboy
Club of Lake Geneva, Inc. shall cease. Simultaneously all the estate, property,
rights, privileges, franchises, immunities and powers of Playboy Club of Lake
Geneva, Inc. shall vest in and be held and enjoyed by Playboy of Lyons, Inc. and
Playboy of Lyons, Inc. shall assume all the duties, liabilities and obligations
of Playboy Club of Lake Geneva, Inc.

          3.   As of the effective time of the merger, all of the outstanding
shares of Common Stock of Playboy of Lyons, Inc. shall be deemed to be cancelled
and redeemed.

          4.   The Articles of Incorporation of Playboy of Lyons, Inc. shall be
the Articles of Incorporation of the surviving corporation.

          5.   The manner and basis of converting the shares of Playboy Club of
Lake Geneva, Inc. into shares of Playboy of Lyons, Inc. shall be as follows: At
the effective time of the merger, each share of Common Stock of Playboy Club of
Lake Geneva, Inc., shall thereupon be converted into .040 of a share of Common
Stock of Playboy of Lyons, Inc. No fractional shares shall be issued but the
number of shares issued shall be rounded to the next higher whole number. Upon
surrender to Playboy of



Lyons, Inc. of the certificates for Playboy Club of Lake Geneva, Inc. Common
Stock the holder shall be entitled to receive certificates for the number of
shares of Common Stock of Playboy of Lyons, Inc. represented by the certificates
so surrendered. Until surrendered, each such certificate representing
outstanding shares of Common Stock of Playboy Club of Lake Geneva, Inc. shall
for all corporate and legal purposes represent the ownership of the number of
shares of Playboy of Lyons, Inc. Common Stock into which such certificate is
entitled to be converted pursuant hereto.

          6.   The effective time of the merger shall be September 15, 1981.

          FIFTH: As to each corporation, the number of shares outstanding, the
number of shares entitled to vote, and the number and designation of the shares
of any class or series entitled to vote as a class or series, are:



Name of Corporation     Total Number of       Total Number of      Designation of        Number of Shares
                        Shares Outstanding.   Shares Entitled to   Class or Series       of Such Class or
                                              vote.                entitled to vote as   Series (if any)
                                                                   a Class or Series
                                                                   (if any).
                                                                             
Playboy Club of Lake           2,500                 2,500         Not Applicable        Not Applicable
Geneva, Inc.

Playboy of Lyons, Inc.           100                   100         Not Applicable        Not Applicable


          SIXTH: As to each corporation, the number of shares voted for and
against the plan, respectively, are:



Name of Corporation                   Total Shares Voted for              Total Shares Voted Against
                                                                              
Playboy Club of Lake Geneva, Inc.              2,500                                None

Playboy of Lyons, Inc.                           100                                None


          SEVENTH: All provisions of the laws of the State of Wisconsin and the
State of Delaware applicable to the proposed merger have been complied with.

          IN WITNESS WHEREOF each of the undersigned corporations has caused
these articles of merger to be executed at Chicago, Illinois, in its name by its
president or vice president and secretary or assistant secretary, as of the 1st
day of SEPTEMBER, 1981.

                                        2


                                         PLAYBOY CLUB OF LAKE GENEVA, INC.


                                         By    /s/ M.L. Huston
                                            ------------------------------------
                                                                       President

[Corporate Seal]
                                         By    /s/ Dale C. Gordon
                                            ------------------------------------
                                                             Assistant Secretary



                                         PLAYBOY OF LYONS, INC.


                                         By    /s/ Rober L. Lehman
                                            ------------------------------------
                                                                       President

[Corporate Seal]
                                         By    /s/ Gene A. Pahud
                                            ------------------------------------
                                                                       Secretary

                                        3

EX-3.54

                                                                    Exhibit 3.54


                             PLAYBOY OF LYONS, INC.

                                     -o-O-o-

                                   B Y L A W S

                                     -o-O-o-

                                    ARTICLE I

                                     OFFICES

          SECTION 1. The principal office shall be in the City of Madison, State
of Wisconsin.

          SECTION 2. The Corporation may also have offices at such other places
both within and without the State of Wisconsin as the Board of Directors may
from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          SECTION 1. Meetings of the stockholders for the election of directors
shall be held at such place, either within or without the State of Wisconsin, as
may be fixed from time to time, by the Board of Directors, and as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.



          SECTION 2. Annual meetings of stockholders, commencing with the year
1990, shall be held on the third Tuesday of November, if not a legal holiday,
and if a legal holiday, then the next secular day following, at which meetings
they shall elect by a plurality vote a Board of Directors, and transact such
other business as may properly be brought before the meeting.

          SECTION 3. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

          SECTION 4. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation

                                        2


issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.

          SECTION 5. Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty days before the
date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

          SECTION 6. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

          SECTION 7. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

                                        3


          SECTION 8. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question. Each nominee for
director, in order to be elected at a meeting, must receive the vote of the
holders of a majority of the stock having power to vote in the election of the
Board of Directors and present in person or represented by proxy at such
meeting.

          SECTION 9. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof; except where the transfer books of
the Corporation have been closed or a date has been fixed as a record date for
the determination of its stockholders entitled to vote, no share of stock shall
be voted on at any election for directors which has been transferred on the
books of the Corporation within twenty days next preceding such election for
directors.

          SECTION 10. Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the

                                        4


holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted and shall be
delivered to the Corporation by delivery to its registered office in Wisconsin,
its principal place of business, or to an officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

                                   ARTICLE III

                                    DIRECTORS

          SECTION 1. The number of directors which shall constitute the whole
Board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2. of this Article, and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

          SECTION 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.

                                        5


          SECTION 3. The business of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

          SECTION 4. Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

          SECTION 5. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Wisconsin.

          SECTION 6. The first meeting of each newly elected Board of Directors
shall be held without other notice than this Bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

          SECTION 7. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

          SECTION 8. Special meetings of the Board may be called by the
President on twenty-four hours' notice to each director, either personally, by
telegram or by facsimile, or on five days' notice by mail; special meetings
shall be called by the

                                        6


President or Secretary in like manner and on like notice on the written request
of two directors.

          SECTION 9. At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third of the total number of authorized directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation.

          If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

          SECTION 10. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceeding of the Board or
committee.

          SECTION 11. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each

                                        7


other, and such participation in a meeting shall constitute presence in person
at such meeting.

                             COMMITTEES OF DIRECTORS

          SECTION 12. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

          SECTION 13. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

          SECTION 14. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor Members of
special or standing committees may be allowed like compensation for attending
committee meetings.

                                        8


                                   ARTICLE IV

                                     NOTICES

          SECTION 1. Notice to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

          SECTION 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

          SECTION 1. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Two or more
offices may be held by the same person.

          SECTION 2. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, a Vice President, a
Secretary and a

                                        9


Treasurer, and may choose one or more additional Vice Presidents and one or more
Assistant Secretaries and Assistant Treasurers.

          SECTION 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

          SECTION 4. The Board of Directors shall be responsible for
establishing the compensation and employee benefit policies and programs of the
Corporation.

          SECTION 5. The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

          SECTION 6. The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall have the general powers and
duties of management usually vested in the chief executive officer of
corporations.

                                       10


                               THE VICE PRESIDENTS

          SECTION 7. In the election of officers, the Board of Directors may
designate one of the Vice Presidents as an Executive Vice President and one or
more of the Vice Presidents as a Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

               (a) The Executive Vice President, if any;

               (b) The Senior Vice Presidents, if any, in the order designated
by the Board of Directors or, in the absence of any designation, then in the
order of their election;

               (c) All other Vice Presidents in the order designated by the
Board of Directors or, in the absence of any designation, then in the order of
their election.

          Each Vice President when performing the duties of the President shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall perform such
other duties as may be assigned to him from time to time by the President or by
the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

          SECTION 8. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the

                                       11


meetings of the Corporation and of the Board of Directors in a book to be kept
for the purpose and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he shall be. He shall have custody of the corporate seal
of the Corporation and he, or an Assistant Secretary, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by his signature or by the signature of such Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix the
seal of the Corporation and to attest the affixing by his signature.

          SECTION 9. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

          SECTION 10. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

                                       12


          SECTION 11. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the. Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

          SECTION 12. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

          SECTION 13. The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

          SECTION 1. Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
President or Vice President, and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant

                                       13


Secretary of the Corporation, certifying the number of shares represented by
such certificate owned by him in the Corporation.

          SECTION 2. The signatures on any stock certificate of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

          SECTION 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may

                                       14


be made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

          SECTION 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                     CLOSING OF TRANSFER BOOKS; RECORD DATE

          SECTION 5. The Board of Directors may fix in advance a date, not
exceeding sixty days or less than ten days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of such dividend, or to any
such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case such stockholders and only such stockholders as shall be

                                       15


stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.

                             REGISTERED STOCKHOLDERS

          SECTION 6. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Wisconsin.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

          SECTION 1. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of capital
stock, subject to the provisions of the Certificate of Incorporation.

                                       16


          SECTION 2. Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

          SECTION 3. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

          SECTION 4. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

          SECTION 5. The corporate seal shall be circular in form with the name
"PLAYBOY OF LYONS, INC." at top, "Wisconsin" at the bottom and the words
"Corporate Seal" in the center. Pursuant to the Business Corporation Law of
Wisconsin, the Corporation may use such seal by causing it or a facsimile
thereof to be impressed or affixed, or reproduced, or otherwise, and which
corporate seal may be altered at pleasure.

                                       17


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          SECTION 6.

               (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Wisconsin Business Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment) against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that except
as provided in

                                       18


Paragraph (b) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that if the Wisconsin
Business Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise.

               (b) RIGHT OF CLAIMANT TO BRINGS SUIT. If a claim under Paragraph
(a) of this Section is not paid in full by the Corporation within ninety days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful in whole or in part, the claimant shall
be entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which

                                       19


make it permissible under the Wisconsin Business Corporation Law for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Wisconsin Business Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

               (c) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquired under any statute, provision of
the Certificate of Incorporation, Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

               (d) INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Wisconsin Business Corporation Law.

                                       20


                                  ARTICLE VIII

                                   AMENDMENTS

               SECTION 1. These Bylaws may be altered or repealed at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board of Directors if notice of such
alteration or repeal be contained in the notice of such special meeting.

                                       21

EX-3.55

                                                                    Exhibit 3.55

                          CERTIFICATE OF INCORPORATION

                                       OF

                         PLAYBOY CLUB OF HOLLYWOOD, INC.

                                     -o-0-o-

     FIRST.  The name of the corporation is

                         PLAYBOY CLUB OF HOLLYWOOD, INC.

     SECOND. Its principal office in the State of Delaware is located at No. 100
West Tenth Street, in the City of Wilmington 99, County of New Castle. The name
and address of its resident agent is The Corporation Trust Company, No. 100 West
Tenth Street, Wilmington 99, Delaware.

     THIRD. The nature of the business, or objects or purposes to be transacted,
promoted or carried on are:

     To establish, build, purchase, lease, acquire, own, hold, maintain,
improve, use, manage and operate and to franchise others to operate supper
clubs, restaurants and eating in places of all kinds; to manufacture, purchase,
acquire, own, hold, use, deal in, sell and dispose of foods, beverages,
condiments, confections, provisions, tobacco, tobacco products and food products
of all kinds and any articles, materials, ingredients, products, machinery,
equipment and property related or incidental thereto or suitable, necessary or
convenient in connection therewith; and to build, purchase, lease, acquire, own,
hold, maintain, improve, use, manage and operate offices, stores, store-houses,
commissaries, buildings, structures, works and properties used for or in
connection with any business of the corporation.

     To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of ever class and
description.

     To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.



     To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, end other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.

     To enter into, make and perform contracts of every kind and description
with any person, firm, association, corporation, municipality, county, state,
body politic or government or colony or dependency thereof.

     To borrow or raise moneys for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.

     To loan to any person, firm or corporation any of its surplus funds, either
with or without security.

     To purchase, hold, sell and transfer the shares of its own capital stock;
provided it shall not use its funds or property for the purchase of its own
shares of capital stock when such use would cause any impairment of its capital
except as otherwise permitted by law, and provided further that shares of its
own capital stock belonging to it shall not be voted upon directly or
indirectly.

     To have one or more offices, to carry on all or any of its operations and
business and without restriction or limit as to amount to purchase or otherwise
acquire, hold, own, mortgage, sell, convey or otherwise dispose of, real and
personal property of every class and description in any of the states,
districts, territories or colonies of the United States, and in any and all
foreign countries, subject to the laws of such state, district, territory,
colony or country.

     In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of
Delaware upon corporations

                                        2


formed under the General Corporation Law of the State of Delaware, and to do any
or all of the things hereinbefore set forth to the same extent as natural
persons might or could do.

     The objects and purposes specified in the foregoing clauses shall, except
where otherwise expressed, be in nowise limited or restricted by reference to,
or inference from, the terms of any other clause in this certificate of
incorporation, but the objects and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent objects and purposes.

     FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is five hundred (500) and the par value of each of such
shares is One Hundred Dollars ($100.00) amounting in the aggregate to Fifty
Thousand Dollars ($50,000.00).

     At all elections of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected, and he may cast all of such votes for a
single director or may distribute them among the number to be voted for, or for
any two or more of them as he may see fit, which right when exercised, shall be
termed cumulative voting.

     FIFTH. The minimum amount of capital with which the corporation will
commence business is One Thousand Dollars ($1,000.00).

     SIXTH. The names and places of residence of the incorporators are as
follows:

     NAMES                                         RESIDENCES
     -----                                         ----------
     S. H. Livesay                                 Wilmington, Delaware
     J. F. Cook                                    Wilmington, Delaware
     B. A. Pennington                              Wilmington, Delaware

     SEVENTH. The corporation is to have perpetual existence.

     EIGHTH. The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.

     NINTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

                                        3


     To set apart out of any or the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     By resolution passed by a majority of the whole board, to designate one or
more committees, each committee is to consist of two or more of the directors of
the corporation, which, to the extent provided in the resolution or in the
by-laws of the corporation, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be stated in the by-laws of the corporation or as say be determined from
time to time by resolution adopted by the board of directors.

     When and as authorized by the affirmative vote of the holders of a majority
of the stock issued and outstanding having voting power given at a stockholders'
meeting duly called for that purpose, or when authorized by the written consent
of the holders of a majority of the voting stock issued and outstanding, to
sell, lease or exchange all of the property and assets of the corporation,
including its good will and its corporate franchises, upon such terms and
conditions and for such consideration, which may be in whole or in part shares
of stock in, and/or other securities of, any other corporation or corporations,
as its board of directors shall deem expedient and for the best interests of the
corporation.

     TENTH. In the absence of fraud, no contract or other transaction between
this corporation and any other corporation or any partnership or association
shall be affected or invalidated by the fact that any director or officer of
this corporation is pecuniarily or otherwise interested in or is a director,
member or officer of such other corporation or of such firm, association or
partnership or is a party to or is pecuniarily or otherwise interested in such
contract or other transaction or in any way connected with any person or
persons, firm, association, partnership or corporation pecuniarily or otherwise
interested therein; any director may be counted in determining the existence of
a quorum at any meeting of the board of directors of this corporation for the
purpose of authorizing any such contract or transaction with like force and
effect as if he were not so interested, or were not a director, member or
officer of such other corporation, firm, association or partnership.

     ELEVENTH. The corporation shall indemnify any and all of its directors or
officers or former directors or officers or any person, who may have served at
its request as a director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a party,
by reason of being or having been directors or officers or a director or officer
of the corporation, or of such other corporation, except in relation to matters
as to which any such director or officer or former director or officer or person

                                        4


shall be adjudged in such action, suit or proceeding to be liable for negligence
or misconduct in the performance of duty. Such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled,
under any by-law, agreement, vote of stockholders, or otherwise.

     TWELFTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code, or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

     THIRTEENTH. Meetings of stockholders may be held outside the State of
Delaware, if the by-laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by ballot unless the by-laws, of the corporation shall so provide.

     FOURTEENTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

                                        5


     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that the facts herein stated are true, and accordingly have hereunto
set our hands and seals this 30th day of October, A.D. 1961.


                                             /s/ S. H. Livesay          (SEAL)
                                             ---------------------------


                                             /s/ J. F. Cook             (SEAL)
                                             ---------------------------


                                             /s/ B. A. Pennington       (SEAL)
                                             ---------------------------

                                        6


STATE OF DELAWARE       )
                        ) ss:
COUNTY OF NEW CASTLE    )


     BE IT REMEMBERED that on this 30th day of October, A.D. 1961, personally
came before me, a Notary Public for the State of Delaware, S. H. Livesay, J. F.
Cook and B. A. Pennington, all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledged
that said certificate to be the act and deed of the signers respectively and
that the facts therein stated are truly set forth.

     GIVEN under my hand and seal of office the day and year aforesaid.

                                             /s/ [illegible]
                                             ---------------------------------
                                             Notary Public



             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

                             AND OF REGISTERED AGENT

     It is hereby certified that:

     1.  The name of the corporation (hereinafter called the "corporation") is
PLAYBOY CLUB OF HOLLYWOOD, INC.

     2.  The registered office of the corporation within the State of Delaware
is hereby changed to 229 South State Street, City of Dover 19901, County of
Kent.

     3.  The registered agent of the corporation within the State of Delaware is
hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.

     4.  The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on February 18, 1977


                                             /s/ George B. Miles
                                             ---------------------------------
                                             George B. Miles, Vice President


/s/ Howard Shapiro
- ------------------------------------
Howard Shapiro, Assistant Secretary



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

     Playboy Club of Hollywood, Inc. a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

     The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present registered office of the corporation is in the county of Kent.

     The Board of Directors of Playboy Club of Hollywood, Inc. adopted the
following resolution on the 20th day of May, 1994.

     Resolved, that the registered office of Playboy Club of Hollywood, Inc. in
the state of Delaware be and it hereby is changed to Corporation Trust Center,
1209 Orange Street, in the City of Wilmington, County of New Castle, and the
authorization of the present register agent of this corporation be and the same
is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby
constituted and appointed the registered agent of this corporation at the
address of its registered office.

     IN WITNESS WHEREOF, Playboy Club of Hollywood, Inc. has caused this
statement to be signed by Howard Shapiro, its Vice President, and attested by
Irma Villarreal, its Secretary this 20th day of May, 1994.


                                           By: /s/ Howard Shapiro
                                               -------------------------------
                                               Howard Shapiro, Vice President


ATTEST:

By: /s/ Irma Villarreal
    -------------------------------
    Irma Villarreal, Secretary

EX-3.56

                                                                    Exhibit 3.56


                         PLAYBOY CLUB OF HOLLYWOOD, INC.

                                     -o-O-o-

                                   B Y L A W S

                                     -o-O-o-

                                    ARTICLE I

                                     OFFICES

     SECTION 1.    The principal office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

     SECTION 2.    The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1.    Meetings of the stockholders for the election of directors
shall be held at such place, either within or without the State of Delaware, as
may be fixed from time to time, by the Board of Directors, and as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

     SECTION 2.    Annual meetings of stockholders, commencing with the year
1990, shall be held on the second Monday of November, if not a legal holiday,
and if a legal holiday, then the next secular day following, at which meetings
they shall elect by a plurality vote a Board of Directors, and transact such
other business as may properly be brought before the meeting.



     Section 3.    The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election,
either at a place within the city, town or village where the election is to be
held and which place shall be specified in the notice of the meeting, or, if not
specified, at the place where said meeting is to be held, and the list shall be
produced and kept at the time and place of election during the whole time
thereof, and subject to the inspection of any stockholder, for any purpose
germane to the meeting, who may be present.

     Section 4.    Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

     Section 5.    Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor ore than sixty days before the
date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

     Section 6.    Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.



     Section 7.    The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

     Section 8.    When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question. Each nominee for
director, in order to be elected at a meeting, must receive the vote of the
holders of a majority of the stock having power to vote in the election of the
Board of Directors and present in person or represented by proxy at such
meeting.

     Section 9.    Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof; except where the transfer books of
the Corporation have been closed or a date has been fixed as a record date for
the determination of its stockholder entitled to vote, no share of stock shall
be voted on at any election for directors which has been transferred on the
books of the Corporation within twenty days next preceding



such election for directors.

     Section 10.   Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or to an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTCILE III

                                    DIRECTORS

     Section 1.    The number of directors which shall constitute the whole
Board shall be such number, not less than one or more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2. Of this Article, and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

     Section 2.    Vacancies and newly created directorship resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall hold office until the next annual



election and until their successors are duly elected and shall qualify, unless
sooner displaced.

     Section 3.    The business of the Corporation shall be managed by its Board
of Directors which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

     Section 4.    Unless otherwise provided by the Certificate of Incorporation
or by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of share then entitled to vote at an
election of directors.

                        MEETING OF THE BOARD OF DIRECTORS

     Section 5.    The Board of Directors of the Corporation may hold meeting,
both regular and special, either within or without the State of Delaware.

     Section 6.    The first meeting of each newly elected Board of Directors
shall be held without other notice than this Bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

     Section 7.    Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

     Section 8.    Special meetings of the Board may be called by the President
on twenty-four hours' notice to each director, either personally, by telegram or
by facsimile, or on a five days' notice by mail; special meetings shall be
called by the President or Secretary in like manner and on like notice on the
written request of two directors.

     Section 9.    At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third of the total number of authorized directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation.



     If a quorum shall not be present at any meeting of the Board of Directors
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     Section 10.   Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if prior to such action a written consent thereto is signed by
all members of the Board or committee.

     Section 11.   Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

     Section 12.   The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

     Section 13.   Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

     Section 14.   The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving



the corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

                                   ARTICLE IV

                                     NOTICES

     Section 1.    Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     Section 2.    Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     Section 1.    The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Two or more
offices may be held by the same person.

     Section 2.    The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, a Vice President, a Secretary
and a Treasurer, and may choose one or more additional Vice Presidents and one
or more Assistant Secretaries and Assistant Treasurers.

     Section 3.    The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

     Section 4.    The Board of Directors shall be responsible for establishing
the compensation and employee benefit policies and programs of the



Corporation.

     Section 5.    The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

     Section 6.    The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall have the general powers and
duties of management usually vested in the chief executive officer of
corporations.

     Section 7.    In the election of officers, the Board of Directors may
designate one of the vice Presidents as an Executive Vice President and one or
more of the Vice Presidents as an Executive Vice President and one or more of
the Vice Presidents as a Senior Vice President. In the absence or inability or
refusal to act of the President, the duties of such office shall be performed by
one of the Vice Presidents, acting singly In the following order in the absence
or inability or refusal to act of their respective designated predecessors:

            (a)    The Executive Vice President, if any,

            (b)    The Senior Vice President, if any, in the order designated by
                   the Board of Directors or, in the absence of any designation,
                   then in the order of their election;

            (c)    All other Vice Presidents in the order designated by the
                   Board of Directors or, in the absence of any designation,
                   then in the order of their election.

     Each Vice President when performing the duties of the President shall have
all the powers of and be subject to all the restrictions upon the President.
Each Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the Corporation and shall perform such



other duties as may be assigned to him from time to time by the President or by
the Board of Directors.

THE SECRETARY AND ASSISTANT SECRETARIES

     Section 8.    The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
if may be attested by his signature of such assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.

     Section 9.    The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 8.    The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of al meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he shall be. He shall have



custody of the corporate seal of the Corporation and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his signature.

     Section 9.    The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform each other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                      THE TREASURE AND ASSISTANT TREASURER

     Section 10.   The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     Section 11.   He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     Section 12.   If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

     Section 13.   The Assistant Treasurer, or if there shall be more than one,



the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                               CERTICATES OF STOCK

     Section 1.    Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the corporation by, the
President or Vice President, and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
Corporation.

     Section 2.    The signatures on any stock certificate of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation, whether
because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate of
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     Section 3.    The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing



such issue of a new certificate or certificates, the Board of Directors may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

     Section 4.    Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for share duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                     CLOSING OF TRANSFER BOOKS; RECORD DATE

     Section 5.    The Board of Directors may fix in advance a date, not
exceeding sixty days or less than ten days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of stockholders entitled to
notice of, and to vote a, any such meeting, and any adjournment thereof, or
entitled to receive payment of such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, and in such
case such stockholders and only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to such notice of, and to vote at,
such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, or
to give such consent, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as
aforesaid.



                             REGISTERED STOCKHOLDERS

     Section 6.    The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the past of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS
                                    DIVIDENDS

     Section 1.    Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation.

     Section 2.    Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3.    All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

     Section 4.    The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.



                                      SEAL

     Section 5.    The corporate seal shall be circular in form with the name
"PLAYBOY CLUB OF HOLLYWOOD, INC." at top, "Delaware" at the bottom and the words
"Corporate Seal" in the Center. Pursuant to the General Corporation Law of
Delaware, the Corporation may use such seal by causing it or a facsimile thereof
to be impressed or affixed, or reproduced, or otherwise, and which corporate
seal may be altered at pleasure.

     Section 6.

            (a)    Right to Indemnification.  Each person who was or is made a
     Party or is threatened to be made a party to or is involved in any action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative (hereinafter a "proceeding"), by reason of the fact that he
     or she, or a person of whom he or she is the legal representative, is or
     was a director or officer of the Corporation or is or was serving at the
     request of the Corporation as a director, officer, employee or agent or in
     any other capacity while serving as a director, officer, employee or agent,
     shall be indemnified and held harmless by the Corporation the fullest
     extent authorized by the Delaware General corporation law, as the same
     exists or may hereafter be amended (but, in the case of any such amendment,
     only to the extent that such amendment permits the Corporation to provide
     broader indemnification rights than said law permitted the Corporation to
     provide prior to such amendment) against all expense, liability and loss
     (including attorneys' fees, judgments, fines, ERISA excise taxes or
     penalties and amounts paid to be paid in settlement) reasonably incurred or
     suffered by such person in connection therewith and such indemnification
     shall continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of his or her heirs,
     executors and administrators; provided, however, that except as provided in
     Paragraph (b) hereof, the Corporation shall indemnify any such person
     seeking indemnification in connection with a proceeding (or part thereof)
     initiated by such person only if such proceeding (or part thereof) was
     authorized by the Board of



     Directors of the Corporation. The right to indemnification conferred in
     this section shall be a contract right and shall include the right to be
     paid by the Corporation the expenses incurred in defending any such
     proceeding in advance of its final disposition; provided, however, that if
     the Delaware General Corporation Law requires, the payment of such expenses
     incurred by a director or officer in his or her capacity as a director or
     officer (and not in any other capacity in which service was or is rendered
     by such person while a director or officer including, without limitation,
     service to an employee benefit plan) in advance of the final disposition of
     a proceeding, shall be made only upon delivery to the director or officer,
     to repay all amounts so advanced if it shall ultimately be determined that
     such director or officer is not entitled to be indemnified under this
     Section or otherwise.

            (b)    RIGHT OF CLAIMANT TO BRING SUIT. If a claim under
     Paragraph (a) of this Section is not paid in full by the Corporation within
     ninety days after a written claim has been received by the Corporation, the
     claimant may at any time thereafter bring suit against the Corporation to
     recover the unpaid amount of the claim and, if successful in whole or in
     part, the claimant shall be entitled to be paid also the expense of
     prosecuting such claim. It shall be defense to any such action(other than
     an action brought to enforce a claim for expenses incurred in defending any
     proceeding in advance of its final disposition where the required
     undertaking, if any is required, has been tendered to the corporation) that
     the claimant has not met the standards of conduct which make it permissible
     under the Delaware General Corporation Law for the Corporation to indemnify
     the claimant for the amount claimed, but the burden of proving such defense
     shall be on the Corporation. Neither the failure of the corporation
     (including its Board of Directors, independent legal counsel, or its
     stockholders) to have made a determination prior to the commencement of
     such action that indemnification of the of the claimant is proper in the
     circumstances because he or she has met the applicable standard of conduct
     set forth in the Delaware General Corporation Law, nor an actual
     determination by the Corporation (including its Board of Directors,
     independent legal counsel, or its stockholders) to have made a
     determination prior to the commencement of such action that indemnification
     of the claimant is proper in the circumstances because he or she has met
     the applicable standard of conduct set forth



     in the Delaware General Corporation law, nor an actual determination by the
     Corporation (including its Board of Directors, independent legal counsel,
     or its stockholders) that the claimant has not met such applicable standard
     of conduct, shall be a defense to the action or create a presumption that
     the claimant has not met the applicable standard of conduct.

            (c)    NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
     payment of expenses incurred in defending a proceeding in advance of its
     final disposition conferred in this section shall not be exclusive of any
     other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

            (d)    INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another corporation, partnership, joint venture, trust
     or other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person against
     such expense, liability or loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1.    These Bylaws may be altered or repealed at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board of Director if notice of such
alteration or repeal be contained in the notice of such special meeting.

EX-3.57

                                                                    Exhibit 3.57

                          CERTIFICATE OF INCORPORATION

                                       OF

                            EDGAR REALTY CORPORATION

              PURSUANT TO ARTICLE TWO OF THE STOCK CORPORATION LAW

                                      *****

          WE, THE UNDERSIGNED, for the purpose of forming a corporation pursuant
to Article Two of the Stock Corporation Law of the State of New York, do hereby
certify:

          FIRST:  The name of the proposed corporation shall be EDGAR REALTY
CORPORATION.

          SECOND: The purposes for which it is to be formed are:

          To purchase, take, receive, lease or otherwise acquire, own, hold,
use, improve and otherwise deal in and with, and sell, convey, mortgage, pledge,
lease, exchange, transfer and otherwise dispose of buildings, lands, real
estate, real property, chattels real, and estates, interests, rights and
equities of all kinds in lands.

          To act as agent, broker or attorney in fact for others in purchasing,
selling and dealing in and with real property or any interest therein; to
negotiate and consummate, for itself or for others, contracts, and agreements
for the purpose of purchasing, acquiring, owning, using, improving, selling,
conveying,



mortgaging, pledging, leasing, exchanging and transferring real property,
buildings and improvements and any interests therein; to act as agent for others
in the loaning and borrowing of money secured by real and personal property; to
carry on the business of an insurance broker; and to engage in and carry on a
general real estate agency and brokerage business.

          To build, purchase, take, receive, lease or otherwise acquire, own,
hold, use, maintain, alter, repair and improve, and sell, convey, mortgage,
pledge, lease, exchange, transfer and otherwise dispose of buildings,
structures, works and improvements of all kinds; to plan, establish, furnish,
decorate, equip, improve, maintain, lease, sublease, sell, convey, exchange and
transfer space, offices, rooms, suites and apartments; and to manufacture,
purchase, or otherwise acquire, own, use, install, maintain, repair, operate and
deal in and with, and sell, mortgage, pledge, lease or otherwise dispose of
fixtures, improvements and furnishings of all kinds and any articles, materials,
machinery, equipment and property used for or in connection with any business or
property of the corporation.

          To manufacture, purchase, or otherwise acquire, invest in, own,
mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal
in and deal with goods, wares and merchandise and personal property of every
class and description.



          To acquire property for the corporate purposes by grant, gift,
purchase, devise or bequest, and to hold and to dispose of the same, subject to
the limitations as may be prescribed by law.

          To guarantee any obligation for the payment of money to the extent
provided by law.

          To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any party of the obligations or liabilities of any person,
firm, association or corporation.

          To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.

          To purchase, acquire, hold and dispose of bonds, notes or choses in
action of any person or persons, partnership or corporation and to pledge the
same to secure the payment of collateral trust bonds or notes and to sell or
otherwise negotiate such collateral trust bonds or notes.

          To purchase, acquire, hold and dispose of the stocks, bonds and other
evidences of indebtedness of any corporation, domestic or foreign, and issue in
exchange therefore its stock, bonds or other obligations.



          To borrow money and contract debts, when necessary for the transaction
of the business of the corporation, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose of its incorporation
and to issue and dispose of obligations for any amount so borrowed and to
mortgage its property and franchises to secure the payment of such obligations,
or of any debt contracted for such purposes, in the manner authorized by law.

          To purchase, hold, sell and transfer the shares of its own capital
stock; provided it shall not use its funds or property for the purchase of its
own shares of capital stock when such use would cause any impairment of its
capital except as otherwise permitted by law.

          To have one or more offices, to transact business and conduct its
affairs in whole or in part in other states of the United States of America, in
the District of Columbia, in any of the territories, districts, protectorates,
dependencies or insular or other possessions thereof, or in any foreign
countries, and to acquire, hold and dispose of such property therein, real,
personal and mixed, as may be requisite for the transaction of its business and
the conduct of its affairs.

          To have and exercise all the powers conferred by the laws of New York
upon corporations formed under the act hereinbefore referred to, and to do any
or all of the things hereinbefore set forth to the same extent as natural
persons might or could do.



          The foregoing clauses shall be construed both as objects and powers,
and it is hereby expressly provided that the foregoing enumeration of specific
powers shall not be held to limit or restrict in any manner the powers of this
corporation.

          THIRD:  The amount of the capital stock shall be One Hundred
Thousand Dollars ($100,000.00).

          FOURTH: The number of shares of which the capital stock shall
consist is one thousand (1,000) shares of the par value of One Hundred Dollars
($100.00) each.

          FIFTH:  The office of the corporation is to be located in the City
of New York, Country of New York and State of New York.

          The address to which the Secretary of State shall mail a copy of
process in any action or proceeding against the corporation which may be served
upon him is Room 332, 120 Broadway, New York, N.Y.

          SIXTH:  The duration of the corporation shall be perpetual.

          SEVENTH:  The number of its directors shall not be less than three (3)
or more than five (5). Directors need not be stockholders.

          EIGHTH: The names and post-office addresses of the directors until
the first annual meeting of the stockholders are:



             NAMES                  POST-OFFICE ADDRESSES
             -----                  ---------------------
     THOM  THOMAS B. WARD           120 Broadway
                                    New York, N.Y.

     WILLIAM T. CAHILL              120 Broadway
                                    New York, N.Y.

     WILLIAM A. HAMLIN              120 Broadway
                                    New York, N.Y.

          NINTH:  The name and post-office address of each subscriber of this
certificate of incorporation and a statement of the number of shares of stock
which each agrees to take in the corporation are:

             NAMES                  POST-OFFICE ADDRESS         NO. OF SHARES
             -----                  -------------------         -------------
     THOMAS B. WARD                 120 Broadway                      1
                                    New York, N.Y.

     WILLIAM T. CAHILL              120 Broadway                      1
                                    New York, N.Y.

     WILLIAM A. HAMLIN              120 Broadway                      1
                                    New York, N.Y.

          TENTH:  All of the subscribers of the certificate are of full age,
at least two-thirds of them are citizens of the United States, at least one of
them is a resident of the State of New York and at least one of the persons
named as a director is a citizen of the United States and a resident of the
State of New York.

          ELEVENTH: The Secretary of State is designated as the agent of the
corporation upon whom process in any action or proceeding against the
corporation may be served.



          IN WITNESS WHEREOF, we have made, signed and acknowledged this
certificate this 13th day of October A.D. 1960.

                                             /s/ Thomas B. Ward
                                             ----------------------------------

                                             /s/ William T. Cahill
                                             ----------------------------------

                                             /s/ William A. Hamlin
                                             ----------------------------------



STATE OF NEW YORK    )
                     ) ss:
COUNTY OF NEW YORK   )


          On this 13th day of October 1960, before me personally came THOMAS B.
WARD, WILLIAM T. CAHILL and WILLIAM A. HAMLIN, to me known, and known to me to
be the persons described in and who executed the foregoing certificate, and they
severally duly acknowledged to me that they had executed the same.

                                              /s/ Frederick Farran
                                              ---------------------------------

                                                   FREDERICK FARRAN
                                           NOTARY PUBLIC, State of New York
                                                    No. 52-6837150
                                             Qualified in Suffolk County
                                          Certificate filed in New York County
                                                Term Expires March 30, 1982



                  CERTIFICATE OF AMENDMENT OF CERTIFICATE OF
                  INCORPORATION OF EDGAR REALTY CORPORATION,
                  PURSUANT TO SECTION 36 OF THE STOCK CORPORATION
                  LAW

          The undersigned, being the holder of record of all of the outstanding
shares of stock of Edgar Realty Corporation, entitled to vote thereon, hereby
certificates as follows:

          FIRST:  The name of the proposed corporation is Edgar Realty
Corporation.

          SECOND: The certificate of incorporation was filed in the office of
the Department of State of the State of New York on the 14th day of October,
1960.

          THIRD:  The certificate of incorporation of this corporation is hereby
amended to effect (a) a change of name of the corporation, (b) a change in the
purposes and powers and (c) a change in the address to which the Secretary of
State shall forward process served on him.

          FOURTH: To accomplish the foregoing, the following changes, amendments
and additions are made in the certificate of incorporation of this corporation,
to wit



                       1.     Paragraph "FIRST" of said certificate of
incorporation setting forth the name of the corporation is hereby amended to
read as follows:

                              "FIRST: The name of the corporation shall be
                              Playboy Club of New York, Inc."

                       2.     Paragraph "SECOND" of said certificate of
incorporation relating to purposes is hereby amended to read as follows:

                              "SECOND: The purposes for which it is to be formed
                              are:

                              (a)   To engage in and carry on the business of
                       operating and conducting one or more restaurants cafes,
                       cabarets, dining rooms and other eating places, and to
                       provide music, dancing and other entertainment therein;
                       and generally to do everything suitable, proper and
                       conducive to the successful operation and conduct of
                       restaurants, cafes, cabarets, dining rooms and other
                       eating places.

                              (b)   To purchase, manufacture, produce, import,
                       export, exchange, package, bottle, sell and distribute at
                       wholesale or retail, and otherwise deal in, articles of
                       food, foodstuffs, beverages, cigars, cigarettes and other
                       tobacco products, and other goods, wares, merchandise,
                       commodities, products and personal property, of any and
                       all kinds.

                              (c)   To carry on, in all of its departments and
                       branches, the business of producing theatrical, musical,
                       operatic, moving picture and other entertainments,
                       including lectures, pantomimes, ballets, pageants,
                       spectacular effects, tableaux, exhibitions, cabarets, and
                       amusement devices, features and ideas of all kinds.

                              (d)   To apply for, purchase, or otherwise
                       acquire, register, own and hold any and all patents,
                       patent rights,



                       patented processes, copyrights, trade marks, trade names,
                       brands, labels and other trade rights, concessions,
                       licenses and other similar rights, granted or secured by
                       the United States or by any other government, country or
                       governmental agency or otherwise, or any interest
                       therein, or any inventions which seem capable of being
                       used for or in connection with any of the objects or
                       purposes of this corporation, and to use, exercise,
                       develop, sell, mortgage, pledge, lease, and grant
                       licenses with respect thereto or other interests in the
                       same, and to carry on any business, manufacturing or
                       otherwise, which may directly or indirectly aid or
                       effectuate said objects and purposes.

                              (e)   To purchase, acquire, hold, sell, exchange,
                       pledge or hypothecate shares of the capital stock, scrip,
                       voting trust certificates representing shares of the
                       capital stock, bonds, coupons, notes, acceptances,
                       drafts, debentures, mortgages, securities, or evidences
                       of indebtedness, issued or created by any other
                       corporation, joint-stock company, association or person,
                       or any other corporate body, public or private, or issued
                       or created by the United States of America, or by any
                       domestic or foreign state, government or governmental
                       authority, or any political subdivision or governmental
                       agency or authority; to pay therefor wholly or partly in
                       cash or to issue in exchange or in partial payment
                       therefor, to the extent and in the manner permitted by
                       law, stock of this corporation, or its bonds, notes or
                       other evidences of indebtedness; and while the owner or
                       holder thereof to exercise, with respect thereto, all
                       rights, powers and privileges of ownership, including the
                       right to vote thereon.

                              (f)   To have one or more offices, places of
                       business, agencies or branches, and to conduct all or any
                       part of its operations and business, and without limit as
                       to amount to purchase, lease or otherwise acquire, hold,
                       own, use, improve, mortgage, sell, lease, convey, pledge
                       or otherwise dispose of or deal in or with real or
                       personal property of every class and description, either
                       within or without the United States.



                              (g)   To build, purchase, take, receive, lease or
                       otherwise acquire, own, hold, use, maintain, alter,
                       repair and improve, and sell, convey, mortgage, pledge,
                       lease, exchange, transfer and otherwise dispose of
                       buildings, structures, works and improvements of all
                       kinds; to plan, establish, furnish, decorate, equip,
                       improve, maintain, lease, sublease, sell, convey,
                       exchange and transfer space, offices, rooms, suites and
                       apartments; and to manufacture, purchase, or otherwise
                       acquire, own, use, install, maintain, repair, operate and
                       deal in and with, and sell, mortgage, pledge, lease or
                       otherwise dispose of fixtures, improvements and
                       furnishings of all kinds and any articles, materials,
                       machinery, equipment and property used for or in
                       connection with any business or property of the
                       corporation.

                              (h)   To purchase or otherwise acquire any
                       business which this corporation is authorized to carry
                       on, and in connection therewith to acquire the whole or
                       any part of the property, assets, business or good will
                       of any other person, firm, corporation or association,
                       and to conduct in any lawful manner the business so
                       acquired, and to exercise all the powers necessary or
                       convenient in and about the conduct, management and
                       carrying on of such business.

                              (i)   To act as agent (other than fiscal or
                       transfer), attorney-in-fact, factor or broker, on
                       commission or otherwise, for individuals, copartnerships,
                       joint stock associations or corporations, foreign or
                       domestic, including governments or governmental
                       authorities, and to aid and assist, permit and conserve
                       the interests of, and afford facilities for the
                       convenient transaction of business by its principals,
                       agents and customers in all parts of the world.

                              (j)   To borrow money with or without giving
                       security therefor, and to issue bonds, debentures,
                       debenture stock, convertible bonds or debentures, notes,
                       acceptances, or other obligations therefore; and to
                       secure the same by mortgage, pledge or deed of trust on
                       any or all of its real or personal property, or
                       otherwise, in the manner authorized by law.



                              (k)   To enter into, make, perform and carry out
                       contracts necessary to the corporate business for any
                       lawful purpose, without limit as to amount, with any
                       person, firm, association or corporation.

                              (l)   In general, to carry on any other similar
                       business whatsoever in connection with the foregoing
                       objects or purposes, or which may be deemed directly or
                       indirectly to promote the interests of this corporation
                       or to enhance the value of its properties; to have and to
                       exercise any and all powers and privileges now or
                       hereafter conferred by the State of New York upon
                       corporations organized under the laws of the State of New
                       York or under any act or acts amendatory thereof or
                       supplemental thereto or substituted therefore; to do any
                       and all things herein set forth, as well as such other
                       acts or things as are or may be necessary or convenient
                       to the attainment of the objects or purposes of this
                       corporation, or any of them, to the same extent as
                       natural persons lawfully might or could do in any part of
                       the world, in so far as such acts are or may hereafter be
                       permitted to be done by a corporation organized under the
                       laws of the State of New York."

                       3.     Paragraph "FIFTH" of said certificate of
incorporation relating to the address to which the Secretary of State shall
forward process served on him is hereby amended to read as follows:

                              "FIFTH: The office of the corporation is to be
                       located in the City of New York, County of New York and
                       State of New York.

                              The address to which the Secretary of State shall
                       mail a copy of process in any action or proceeding
                       against the corporation which may be served upon him is
                       5-7 East 59th Street, New York, N.Y.



          IN WITNESS WHEREOF, we have made and subscribed this certificate this
25th day of January, 1961.


                                              INTERNATIONAL PLAYBOY CLUBS, INC.

                                              By /s/ Arnold J. Morton
                                                 -------------------------------
                                                     Vice-President

/s/ Marjorie Pitner
- ------------------------------
      Notary Public

My Commission Expires April 20, 1967


[SEAL]



STATE OF NEW YORK      )
                       )  ss:
COUNTY OF NEW YORK     )


          On this 30th day of January, 1961, before me personally came ARNOLD J.
MORTON, to me known who, being duly sworn did depose and say that he resides at
1755-East 55th Street, Chicago, Illinois, that he is the Vice-President of the
International Playboy Clubs, Inc., the corporation described in and which
executed the above instrument; that he knows the seal of said corporation; that
the seal affixed to said instrument is such corporate seal; that it was so
affixed by order of the Board of Directors of said corporation, and that he
signed his name thereto by like order.

                                              /s/ Benjamin Blonder
                                              --------------------------------

                                              BENJAMIN BLONDER
                                              Notary Public State of New York
                                              No. 31-5350125
                                              Qualified in New York County
                                              Commission Expires [    ]



STATE OF NEW YORK      )
                       )  ss:
COUNTY OF NEW YORK     )


          HERBERT S.  GROSSMAN, being duly sworn, deposes and says:

          He is the Secretary of EDGAR REALTY CORPORATION and that International
Playboy Clubs, Inc. which has executed the foregoing Certificate constitutes the
holder of record of all outstanding shares of the Corporation entitled to vote
with relation to the proceedings provided for in the said Certificate.

                                              /s/ Herbert S. Grossman
                                              ----------------------------------
                                                    Herbert S. Grossman

Subscribed and sworn to
before me this 31st
day of January, 1961.


/s/ Seth E. Frank

SETH E. FRANK
Notary Public, State of New York
No. 24-6381735
Qualified in Kings County
Certified in New York County
Commission Expires March 30, 1962



                        CERTIFICATE OF CHANGE OF ADDRESS

                                     - of -

                         PLAYBOY CLUB OF NEW YORK, INC.

                       (Formerly Edgar Realty Corporation)

Pursuant to Section 24 of the Stock Corporation Law

          The undersigned business corporation, having heretofore designated the
Secretary of State of the State of New York as its agent upon whom process in
any action or proceeding against it may be served within the State of New York,
hereby certifies pursuant to Section 24 of the Stock Corporation Law:

          That the address to which the Secretary of State shall mail a copy of
any process against the corporation which may be served upon him pursuant to law
after the filing of this certificate, is c/o Squadron, Alter & Weinrib, 32 East
57th Street, New York 22, New York.

          IN WITNESS WHEREOF, such corporation has caused this certificate to be
executed in its corporate name and under its corporate seal by HOWARD LEDERER,
its Vice-President.

                                              PLAYBOY CLUB OF NEW YORK, INC.

[CORPORATE SEAL]                              by: /s/ Howard Lederer
                                                 -----------------------------
                                                           Howard Lederer

STATE OF NEW YORK      )
COUNTY OF NEW YORK     )  ss.:


          On this 22 day of March, 1963, before me personally came HOWARD
LEDERER to me personally known and known to me to be the persons described in
and who executed the foregoing certificate, and he thereupon acknowledged to me
that he executed the same for the uses and purposes therein mentioned.

                                     /s/ Howard M. Squadron
                                     --------------------------------

                                     [SEAL]
                                     Howard M. Squadron
                                     Notary Public, State of New York
                                     Qualified in N.Y. Co. No. [      ]
                                     Commission Expires March 30, 1964



                              CERTIFICATE OF CHANGE

                                       OF

                         PLAYBOY CLUB OF NEW YORK, INC.

               UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

          WE, THE UNDERSIGNED, Robert S. Preuss and Eldon Sellers, being
respectively the President and the Secretary of the Playboy Club of New York,
Inc. hereby certify:

     1.   The name of the corporation is Playboy Club of New York, Inc. The name
under which the corporation was formed is, Edgar Realty Corporation.

     2.   The certificate of incorporation of said corporation was filed by the
department of state on the 14th day of October, 1960.

     3.   The following changes were authorized by the Board of Directors:

          To designate The Corporation Trust Company, 277 Park Avenue, New York,
N.Y. 10017, as its registered agent, in New York upon whom all process against
this corporation may be served.

          To change the post office address to which the Secretary of State
shall mail a copy of process in any action or proceeding against the corporation
which may be served on him from Squadron, Alter & Weinrib, 32 E. 57th Street,
New York, N.Y. to c/o The Corporation Trust Company, 277 Park Avenue, New York,
NY 10017.

          IN WITNESS WHEREOF, we have signed this certificate on the 22nd day of
April, 1965.


                                  /s/ Robert S. Preuss
                                  --------------------------------------
                                         (Signature)

                                  Robert S. Preuss - President
                                  --------------------------------------

                                       -1-


                                  /s/ Eldon Sellers
                                  --------------------------------------
                                         (Signature)

                                  Eldon Sellers - Secretary
                                  --------------------------------------


                                  VERIFICATION

STATE OF ILLINOIS      )
                       )
COUNTY OF COOK         )


Robert S. Preuss, being first duly sworn, deposes and says that he is the
President of Playboy Club of New York, Inc., that he has read the foregoing
certificate and knows the contents thereof and that the statements therein
contained are true.

                                  /s/ Robert S. Preuss
                                  ----------------------------
                                          (Signature)

Sworn to me this
22nd day of April, 1965.

/s/ Loretta [illegible]
- -------------------------
            Notary Public


            [SEAL]

                                       -2-


                              CERTIFICATE OF CHANGE

                                       OF

                         PLAYBOY CLUB OF NEW YORK, INC.

              (Under Section 805-A of the Business Corporation Law)

          FIRST:   The name of the corporation is PLAYBOY CLUB OF
NEW YORK, INC.

          SECOND:  The certificate of incorporation of the corporation was
filed by the Department of State on October 14, 1960.

          THIRD:   The certificate of incorporation of the corporation is
hereby changed, pursuant to the authorization of the Board of Directors of the
corporation, so as to change the post office address to which the Secretary of
State shall mail a copy of any process against the corporation served upon him
and to change the designation of registered agent; and, to accomplish said
changes, the statements in the certificate of incorporation relating to said
post office address and the designation of registered agent are hereby stricken
and the following statements are substituted in lieu thereof:

          (a)   "The post office address within the State of New
     York to which the Secretary of State shall mail a copy of any
     process against the corporation served upon him is 521 Fifth
     Avenue, c/o The Prentice-Hall Corporation System, Inc., New York,
     NY 10017."

          (b)   "The name and the address of the registered agent
     of the corporation are The Prentice-Hall Corporation System,
     Inc., 521 Fifth Avenue, New York, New York 10017. Said registered
     agent is to be the agent upon which process against the
     corporation may be served."

          IN WITNESS WHEREOF, we have subscribed this document on the date
hereinafter set forth and do hereby affirm, under the penalties of perjury, that
the statements contained therein have been examined by us and are true and
correct.

Dated:  February 18, 1977


Name of                              /s/ George B. Miles
signer:                              ------------------------------------------
                                           George B. Miles, Vice - President


Name of                              /s/ Howard Shapiro
signer:                              ------------------------------------------
                                           Howard Shapiro, Asst.  -Secretary



                              CERTIFICATE OF CHANGE

                                       OF

                         PLAYBOY CLUB OF NEW YORK, INC.

              (Under Section 805-A of the Business Corporation Law)

                                   ----------

          FIRST:   The name of the corporation is PLAYBOY CLUB OF
NEW YORK, INC. The name under which the corporation was formed is EDGAR REALTY
CORPORATION.

          SECOND:  The certificate of incorporation of the corporation was
filed by the Department of State on October 14, 1960.

          THIRD:   The certificate of incorporation of the corporation is
hereby changed, pursuant to the authorization of the Board of Directors of the
corporation, so as to change the post office address to which the Secretary of
State shall mail a copy of any process against the corporation served upon him
and to change the address of the registered agent; and, to accomplish said
changes, the statements in the certificate of incorporation relating to said
post office address and the designation of registered agent are hereby stricken
and the following statements are substituted in lieu thereof:

(a)  "The post office address within the State of New York to which the
Secretary of State shall mail a copy of any process against the corporation
served upon him is 521 Fifth Avenue, c/o The Prentice-Hall Corporation System,
Inc., New York, New York 10175."

(b)  "The name and the address of the registered agent of the corporation are
The Prentice-Hall Corporation System, Inc., 521 Fifth Avenue, New York, New York
10175. Said registered agent is to be the agent upon which process against the
corporation may be served."

          IN WITNESS WHEREOF, we have subscribed this document on the date
hereinafter set forth and do hereby affirm, under the penalties of perjury, that
the statements contained therein have been examined by us and are true and
correct.

Dated:  2/12/81


Typed name and                             /s/ Stephen Silverstein
title of signer:                     -------------------------------------------
                                     Stephen Silverstein        Vice - President

Typed name and                             /s/ Howard Shapiro
title of signer:                     -------------------------------------------
                                     Howard Shapiro            Asst. - Secretary



                              CERTIFICATE OF CHANGE

                                       OF

                         PLAYBOY CLUB OF NEW YORK, INC.

              (Under Section 805 A of the Business Corporation Act)

          FIRST:   The name of the corporation (the "corporation") is

                   PLAYBOY CLUB OF NEW YORK, INC.  The name under which the
corporation was formed is EDGAR REALTY CORPORATION.

          SECOND:  The certificate of incorporation of the corporation was
filed by the Department of State on October 14, 1960.

          THIRD:   The certificate of incorporation on the corporation is
hereby changed, so as to change the post office address to which the Secretary
of State of the State of New York shall mail a copy of any process against the
corporation served upon him and to change the address of the registered agent;
and, to accomplish said changes, the statements in the certificate of
incorporation relating to said post office address and the designation of
registered agent are hereby stricken and the following statements are
substituted in lieu thereof:

"The post office address within the State of New York to which the Secretary of
State of the State of New York shall mail a copy of any process against the
corporation served upon him is c/o The Prentice-Hall Corporation System, Inc.,
136 Madison Avenue, New York, New York 10016."

"The name and the address of the registered agent of the corporation are The
Prentice-Hall Corporation System, Inc., 136 Madison Avenue, New York, New York
10016. Said registered agent is to be the agent upon which process against the
corporation may be served."

          FOURTH:  A notice of the proposed changes was mailed by the
undersigned to the corporation not less than 30 days prior to the date of the
delivery of this certificate to the Department of State and the corporation has
not objected thereto. The person signing this certificate is the agent of the
corporation to whose address the Secretary of State of the State of New York is
required to mail copies of process and the registered agent of the corporation.



          IN WITNESS WHEREOF, we have subscribed this document on the date
hereinafter set forth and do hereby affirm, under the penalties of perjury, that
the statements contained therein have been examined by us and are true and
correct.


Dated: November 16, 1984

                                  THE PRENTICE-HALL CORPORATION SYSTEM, INC.

                                  By  /s/ Stephen W. Craig
                                     -----------------------------------
                                          Stephen W. Craig, Vice-President


                                     /s/ Grant Dawson
                                     -----------------------------------
                                         Grant M. Dawson, Secretary



                              CERTIFICATE OF CHANGE

                                       OF

                         PLAYBOY CLUB OF NEW YORK, INC.

              (Under Section 805 A of the Business Corporation Act)

          FIRST:   The name of the corporation (the "corporation") is

                   PLAYBOY CLUB OF NEW YORK, INC. The name under which the
corporation was formed is EDGAR REALTY CORPORATION.

          SECOND:  The certificate of incorporation of the corporation was
filed by the Department of State on October 14, 1960.

          THIRD:   The certificate of incorporation of the corporation is
hereby changed, so as to change the post office address to which the Secretary
of State of the State of New York shall mail a copy of any process against the
corporation served upon him and to change the address of the registered agent;
and, to accomplish said changes, the statements in the certificate of
incorporation relating to said post office address and the designation of
registered agent are hereby stricken and the following statements are
substituted in lieu thereof:

"The post office address within the State of New York to which the Secretary of
State of the State of New York shall mail a copy of any process against the
corporation served upon him is c/o The Prentice-Hall Corporation System, Inc., 1
Gulf+Western Plaza, New York, New York 10023-7773."

"The name and the address of the registered agent of the corporation are the
Prentice-Hall Corporation System, Inc., 1 Gulf+Western Plaza, New York, New York
10023-7773. Said registered agent is to be the agent upon which process against
the corporation may be served."

          FOURTH:  A notice of the proposed changes was mailed by the
undersigned to the corporation not less than 30 days prior to the date of the
delivery of this certificate to the Department of State and the corporation has
not objected thereto. The person signing this certificate is the agent of the
corporation to whose address the Secretary of State of the State of New York is
required to mail copies of process and the registered agent of the corporation.



          IN WITNESS WHEREOF, we have subscribed this document on the date
hereinafter set forth and do hereby affirm, under the penalties of perjury, that
the statements contained therein have been examined by us and are true and
correct.


Dated:    November 10, 1986

                                  THE PRENTICE-HALL CORPORATION SYSTEM, INC.

                                  By /s/ Stephen Craig
                                     -------------------------------------
                                      Stephen W. Craig, Vice-President

                                     /s/ Grant M. Dawson
                                     --------------------------------------
                                         Grant M. Dawson, Secretary



                            CERTIFICATE OF AMENDMENT
                       OF THE CERTIFICATE OF INCORPORATION
                        OF PLAYBOY CLUB OF NEW YORK, INC.
                            UNDER SECTION 805 OF THE
                            BUSINESS CORPORATION LAW

          We, Howard Shapiro and Dale C. Gordon, Vice President and Assistant
Secretary, respectively, of Playboy Club of New York, Inc., a New York
corporation (the "Corporation"), hereby certify as follows:

          FIRST:   The name of the Corporation is Playboy Club of
     New York, Inc. The name under which the Corporation was formed is Edgar
     Realty Corporation.

          SECOND:  The Certificate of Incorporation of the Corporation was
     filed in the office of the Department of State of the State of New York on
     the 14th day of October, 1960.

          THIRD:   The Certificate of Incorporation of the Corporation is
     hereby amended to (a) convert the authorized capital stock of the
     Corporation, consisting of 1,000 shares, par value $100.00 per share (all
     of which is issued and outstanding), into 1,000 shares, par value $0.01 per
     share (all of which is issued and outstanding), and (b) through such
     reduction in the par value of the authorized capital stock, reduce the
     stated capital of the Corporation from One Hundred Thousand Dollars
     ($100,000.00) to Ten Dollars ($10.00). The ratio of change of the
     authorized capital stock will be one new share for every old share.

          FOURTH:  To accomplish the foregoing, the following changes,
     amendments and additions are made in the Certificate of Incorporation of
     the Corporation:

          1.    Paragraph "THIRD" of said Certificate of Incorporation
     setting forth the capital stock of the Corporation is hereby amended in its
     entirety to read as follows:

                   "THIRD: The amount of capital stock shall be Ten
                Dollars ($10.00)."

          2.    Paragraph "FOURTH" of said Certificate of Incorporation
     setting forth the authorized shares of the corporation is hereby amended in
     its entirety to read as follows:

                   "FOURTH: The corporation is authorized to issue
                the capital stock of one thousand (1,000) shares,
                par value $0.01 per share."



          FIFTH:   This Certificate of Amendment of the Certificate of
Incorporation of the Corporation has been authorized by the unanimous written
consent of the board of directors of the Corporation pursuant to Section 708 of
the Business Corporation Law and by the unanimous written consent of the sole
shareholder of the Corporation pursuant to Section 615 of the Business
Corporation Law.

     IN WITNESS WHEREOF, the undersigned have made and subscribed this
certificate this 27th day of June, 1990, who affirm that statements made herein
are true under the penalties of perjury.

                                   /s/ Howard Shapiro
                                   -------------------------------
                                   Howard Shapiro, Vice President

                                   /s/ Dale C. Gordon
                                   -------------------------------
                                   Dale C. Gordon, Secretary



                              CERTIFICATE OF CHANGE

                                       OF

                         PLAYBOY CLUB OF NEW YORK, INC.

               UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

     WE, THE UNDERSIGNED, Howard Shapiro, and Irma Villarreal being respectively
the Vice President and the Secretary of the Playboy Club of New York, Inc.
hereby certify:

     1.   The name of the corporation is Playboy Club of New York, Inc.

     2.   The Certificate of Incorporation of said corporation was filed by the
Department of State on October 14, 1960.

     3.   The following was authorized by the Board of Directors:

          To change the post office address to which the Secretary of State
     shall mail a copy of process in any action or proceeding against the
     corporation which may be served on him from c/o Prentice-Hall Corporation
     System, Inc., 1 Golf & Western Plaza, New York, NY 10023 to c/o C T
     Corporation System, 1633 Broadway, New York, NY 10019.

          To change the registered agent in New York upon whom all process
     against the corporation may be served from Prentice-Hall located at 15
     Columbus Circle, New York, NY 10023-7773 to C T Corporation System, 1633
     Broadway, New York, NY 10019.

     IN WITNESS WHEREOF, we have signed this certificate on the 20th day of May,
1994 and we affirm the statements contained therein as true under penalties of
perjury.

                                   /s/ Howard Shapiro
                                   --------------------------------
                                   Howard Shapiro, Vice President

                                   /s/ Irma Villarreal
                                   --------------------------------
                                   Irma Villarreal, Secretary



                              CERTIFICATE OF CHANGE

                                       OF

                         PLAYBOY CLUB OF NEW YORK, INC.

               UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

1.   The name of the corporation is
     PLAYBOY CLUB OF NEW YORK, INC.

     If applicable, the original name under which it was formed is
     EDGAR REALTY CORPORATION

2.   The Certificate of Incorporation of said corporation was filed by the
     Department of State on 10/14/60.

3.   The address of C T Corporation System as the registered agent of said
     corporation is hereby changed from CT CORPORATION SYSTEM, 1633 BROADWAY,
     NEW YORK, NY 10019 TO 111 Eighth Avenue, New York, New York 10011.

4.   The address to which the Secretary of State shall mail a copy of process in
     any action or proceeding against the corporation which may be served on him
     is hereby changed from c/o CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK,
     NY 10019 to c/o C T Corporation System, 111 Eighth Avenue, New York, New
     York 10011.

5.   Notice of the above changes was mailed to the corporation by C T
     Corporation System not less than 30 days prior to the date of delivery to
     the Department of State and such corporation has not objected thereto.

6.   C T Corporation System is both the agent of such corporation to whose
     address the Secretary of State is required to mail copies of process and
     the registered agent of such corporation.

IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and
affirm the statements contained herein as true under penalties of perjury.

                                   C T CORPORATION SYSTEM

                                   By: /s/ Kenneth J. Uva
                                       ------------------
                                           Kenneth J. Uva
                                           Vice President

NY Domestic Corporation -- agent/process address

EX-3.58

                                                                    Exhibit 3.58

                         PLAYBOY CLUB OF NEW YORK, INC.

                                   * * * * * *

                                  B Y - L A W S

                                 * * * * * * * *

                                    ARTICLE I

                                     OFFICES

     Section 1.     The registered office of the Corporation shall be located
in the City of New York, State of New York.

     Section 2.     The Corporation may also have offices at such other places
both within and without the State of New York as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                         ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1.     All meetings of shareholders for the election of
Directors shall be held in the City of Chicago, State of Illinois, at such place
as may be fixed from time to time by the Board of Directors.

     Section 2.     Annual meetings of shareholders, commencing with the year
1961, shall be held on the 2nd Thursday in January, if not a legal holiday, and
if a legal holiday, then on the next secular day



following, at 10:00 A.M., at which they shall elect by a plurality vote, a Board
of Directors, and transact such other business as may properly be brought before
the meeting.

     Section 3.     Written or printed notice of the annual meeting stating the
place, date and hour of the meeting shall be delivered not less than ten nor
more than fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the President, the Secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting.

                                   ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1.     Special meetings of shareholders may be held at such time
and place within or without the State of New York as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2.     Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President, the Board of Directors, or the
holders of not less than a majority of all the shares entitled to vote at the
meeting.

     Section 3.     Written or printed notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than fifty days
before the date of the meeting, either personally or by mail, by, or at the
direction of, the President, the Secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting.

     Section 4.     The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK



     Section 1.     The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business, except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified.

     Section 2.     If a quorum is present, the affirmative vote of a majority
of the shares of stock represented at the meeting shall be the act of the
shareholders, unless the vote of a greater or lesser number of shares of stock
is required by law or the Certificate of Incorporation.

     Section 3.     Each outstanding share of stock having voting power shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact.

     Section 4.     The Board of Directors in advance of any shareholders
meeting may appoint one or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed, the person presiding at
a shareholders meeting may, and, on the request of any shareholder entitled to
vote thereat, shall appoint one or more inspectors. In case any person appointed
one or more inspectors. In case any person appointed as inspector fails to
appear or act, the vacancy may be filled by the Board in advance of the meeting
or at the meeting by the person presiding thereat. Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability.



     Section 5.     Whenever shareholders are required or permitted to take any
action by vote, such action may be taken without a meeting on written consent,
setting forth the action so taken, signed by the holders of all outstanding
shares entitled to vote thereon.

                                    ARTICLE V

                                    DIRECTORS

     Section 1.     The number of Directors shall be three (3). Directors shall
be at least twenty-one years of age and need not be residents of the State of
New York nor shareholders of the Corporation. The Directors, other than the
first Board of Directors, shall be elected at the annual meetings of the
shareholders, except as hereinafter provided, and each Director elected shall
serve until he next succeeding annual meeting or until his successor shall have
been elected and qualified. The first Board of Directors shall hold office until
the first annual meeting of shareholders.

     Section 2.     Any or all of the Directors may be removed, with or without
cause, at any time by the vote of the shareholders at a special meeting called
for that purpose.

     Any director may be removed for cause by the action of the Directors at a
special meeting called for that purpose.

     Section 3.     Newly created directorships resulting from an increase in
the Board of Directors and all vacancies caused by removal without cause, may be
filled by the affirmative vote of the remaining Directors, though less than a
quorum of the Board of Directors. A Director elected to fill a vacancy shall be
elected for the unexpired portion of the term of his predecessor in office. A
Director elected to fill a newly created directorship shall serve until the next
succeeding annual meeting of shareholders or until his successor shall have been
elected and qualified.

     Section 4.     The business affairs of the Corporation shall be managed by
its Board of Directors which may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by



statute or by the Certificate of Incorporation or by these By-laws directed or
required to be exercised or done by the shareholders.

     Section 5.     The Directors may keep the books of the Corporation, except
such as are required by law to be kept within the state, outside the State of
New York, at such place or places as they may from time to time determine.

     Section 6.     The Board of Directors, by the affirmative vote of a
majority of the Directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all Directors for services to the Corporation as Directors,
officers or otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1.     Meetings of the Board of Directors, regular or special, may
be held either within or without the State of New York.

     Section 2.     The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meting and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the Directors.

     Section 3.     Regular meetings of the Board of Directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the Board.

     Section 4.     Special meetings of the Board of Directors may be called by
the President on one day's notice to each Director, either personally or by mail
or by telegram; special meetings shall be called by the President or Secretary
in like manner and on like notice on the written request of two Directors.

     Section 5.     Notice of a meeting not be given to any Director who submits
a signed waiver of notice whether before or after the meeting, or who attends
the meeting without protesting, prior thereto or at



its commencement, the lack of notice. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.

     Section 6.     Two of the Directors shall constitute a quorum for the
transaction of business unless a greater or lesser number is required by law or
by the Certificate of Incorporation. The vote of a majority of the Directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors, unless the vote of a greater number is required by law or by
the Certificate of Incorporation. If a quorum shall not be present at any
meeting of Directors, the Directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

                                   ARTICLE VII

                               EXECUTIVE COMMITTEE

     Section 1.     The Board of Directors, by resolution adopted by a
majority of the entire Board, may designate, from among its members, an
Executive Committee and other committees, each consisting of three or more
Directors, and each of which, to the extent provided in the resolution, shall
have all the authority of the Board, except as otherwise required by law.
Vacancies in the membership of any committee shall be filled by the Board of
Directors at a regular or special meeting of the Board of Directors. The
Executive Committee shall keep regular minutes of its proceedings and report the
same to the Board when required.

                                  ARTICLE VIII

                                     NOTICES

     Section 1.     Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these By-laws, notice is required to be given
to any Director or shareholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
Director or shareholder, at his address as it appears on the records of the
corporation, with postage



thereon prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Notice to Directors may
also be given by telegram.

     Section 2.     Whenever any notice of a meeting is required to be given
under the provisions of the statutes or under the provisions of the Certificate
of Incorporation or these By-laws, a waiver thereof In writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

     Section 1.     The officers of the corporation shall be chosen by the Board
of Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice Presidents,
and one or more Assistant Secretaries and Assistant Treasurers.

     Section 2.     The Board of Directors at its first meeting after each
annual meeting of shareholders shall choose a President, one or more Vice
Presidents, a Secretary and a Treasurer, none of whom need be a member of the
Board.

     Any two or more offices may be held by the same person, except the offices
of President and Secretary.

     Section 3.     The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors.

     Section 4.     The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.

     Section 5.     The officers of the Corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the



affirmativevote of a majority of the Board of Directors. Any vacancy occurring
in any office of the Corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

     Section 6.     The President shall be the chief executive officer of the
Corporation, shall preside at all meetings of the shareholders and the Board of
Directors, shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

     Section 7.     He shall execute bonds, mortgages and other contracts
requiring a seal under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

                               THE VICE PRESIDENTS

     Section 8.     The Vice President or, if there shall be more than one,
the Vice Presidents in the order determined by the Board of Directors, shall, in
the absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.     The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committee
when required. He shall give, or cause to be given, notice to all meetings of
the shareholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, under whose supervision he shall be. He shall have custody of the
corporate seal of the



Corporation and he, or an Assistant Secretary, shall have authority to affix the
same to any instrument requiring it and, when so affixed, it may be attested by
his signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.

     Section 10.    The Assistant Secretary or, if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11.    The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     Section 12.    He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     Section 13.    If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

     Section 14.    The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of
Directors, shall, in the absence or disability of the



Treasurer, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other duties and have such other powers
as the Board of Directors may from time to time prescribe.

                                    ARTICLE X

                             CERTIFICATES FOR SHARES

     Section 1.     The shares of the Corporation shall be represented by
certificates signed by the President or a Vice President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
corporation and may be sealed with the seal of the Corporation or a facsimile
thereof.

     When the Corporation is authorized to issue shares of more than one class
there shall be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the Corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designation, relative rights, preferences, and limitations of the shares of each
class authorized to be issued and, if the Corporation is authorized to issue any
class of preferred shares in series, the designation, relative rights,
preferences and limitations of each such series so far as the same have been
fixed and the authority of the Board of Directors to designate and fix the
relative rights, preferences and limitations of other series.

     Section 2.     The signatures of the officers of the Corporation upon a
certificate may be facsimile if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation itself or an
employee of the Corporation. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
issue.

                                LOST CERTIFICATES

     Section 3.     The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost or destroyed. When authorizing



such issue of a new certificate, the Board of Directors, in its discretion and
as a condition precedent to the issuance thereof, may prescribe such terms and
conditions as it deems expedient, and may require such indemnities as it deems
adequate, to protect the Corporation from any claim that may be made against it
with respect to any such certificate alleged to have been lost or destroyed.

                               TRANSFER OF SHARES

     Section 4.     Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificates cancelled and the transaction recorded upon the books of
the Corporation.

                               FIXING RECORD DATE

     Section 5.     For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or to express consent to or dissent from any proposal without a meeting, or for
the purpose of determining shareholders entitled to receive payment of any other
action, the Board of Directors may fix, in advance, a date ad the record date
for any such determination of shareholders. Such date shall not be more than
fifty nor less days prior to any other action. When a determination of
shareholders of record entitled to notice of or to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, unless the Board fixes a new record date for
the adjourned meeting.

                             REGISTERED SHAREHOLDERS

     Section 6.     The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any



other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of New York.

                              LIST OF SHAREHOLDERS

     Section 7.     A list of shareholders as of the record date, certified by
the corporate officer responsible for its preparation or by a transfer agent,
shall be produced at any meeting upon the request thereat or prior thereto of
any shareholder. If the right to vote at any meeting is challenged, the
inspectors of election, or person presiding thereat, shall require such list of
shareholders to be produced as evidence of the right of the persons challenged
to vote at such meeting and all persons who appear from such list to be
shareholders entitled to vote thereat may vote at such meeting.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1.     Subject to the provisions of the Certificate of
Incorporation relating thereto, if any, dividends may be declared by the Board
of Directors at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in shares of the capital stock or in the Corporation's bonds or
its property, including the shares or bonds of other corporations subject to any
provisions of law and of the Certificate of Incorporation.

     Section 2.     Before payment of any dividends, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.



                                     CHECKS

     Section 3.     All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

     Section 4.     The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

     Section 5.     The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal, New
York". The seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any manner reproduced.

                                   ARTICLE XII

                                   AMENDMENTS

     Section 1.     These By-laws may be amended or repealed or new By-laws may
be adopted by the affirmative vote of a majority of the Board of Directors at
any regular or special meeting of the Board. If any By-law regulating an
impending election of Directors is adopted, amended or repealed by the Board,
there shall be set forth in the notice of the next meeting of shareholders for
the election of Directors the By-law so adopted, amended or repealed, together
with precise statement of the changes made. By-laws adopted by the Board of
Directors may be amended or repealed by the shareholders.

                                  ARTICLE XIII

                                 INDEMNIFICATION

     Section 1.     The Corporation shall to the full extent permitted by
Section 722, 723 and 724 of the New York Business Corporation Law, as amended
from time to time, indemnify all persons whom it may indemnify pursuant thereto.
The indemnification authorized hereby shall not be deemed exclusive of



any other rights to which those seeking indemnification may be entitled under or
through any agreement, vote of shareholders or disinterested Directors or
otherwise, both as to action in the official capacity of those seeking
indemnification and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a Director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such persons. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a Director, officer, employee or agent of another corporation. Partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of Sections 722, 723, and 724.

EX-3.59

                                                                    Exhibit 3.59

                          CERTIFICATE OF INCORPORATION

                                       OF

                              PLAYBOY/SEAVIEW, INC.

                                  -------------


          The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

          FIRST: The name of the corporation (hereinafter called the
"corporation") is

                              PLAYBOY/SEAVIEW, INC.

          SECOND: The address, including street, number, city, and county, of
the registered office of the corporation in the State of Delaware is 229 South
State Street, City of Dover, County of Kent; and the name of the registered
agent of the corporation in the State of Delaware at such address is The
Prentice-Hall Corporation System, Inc.

          THIRD: The nature of the business and of the purposes to be conducted
and promoted by the corporation are as follows:

          To acquire, hold, sell, assign, transfer, and generally deal
     in and with, in any lawful capacity, literary properties of all
     kinds, whether fiction or nonfiction, including rights of
     presentation and licensing in any form and in and under any
     media, and including any recordings, broadcasts, telecasts, and
     other productions derived therefrom or pertaining thereto, and
     rights of any other kind used or useful in connection with the
     business or objects of the corporation; to print or publish or
     cause to be printed or published any of said literary properties.

          To obtain, engage, employ, supervise, publish, furnish,
     provide, book, license the use of, negotiate, enter into,
     execute, and acquire, hold, assign, and transfer contracts,
     options, and rights for and in respect of, and otherwise
     generally promote, direct, and deal in and with, the services,
     talents, works, and compositions of authors and writers, together
     with any recordings, transcriptions, broadcasts, telecasts, and
     other productions, resulting in whole or in part therefrom.



          To conduct and carry on a general publishing and selling
     business, and, in connection therewith and independent thereof,
     to acquire, purchase, sell, license the use of, assign, print,
     publish, reproduce, develop, copyright, distribute, acquire,
     grant, and dispose of franchises, concessions, royalties, and
     other rights in respect of, promote, and generally deal in and
     with, in any lawful capacity, writings and manuscripts of all
     kinds.

          To act as agents for authors in the solicitation,
     collection, and acquisition, and in the disposition,
     distribution, lease, sale, and publication of literary matter of
     every kind or nature.

          To engage in any lawful act or activity for which
     corporations may be organized under the General Corporation Law
     of the State of Delaware.

          FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is One Thousand (1,000). The par values of each
of such shares is One Hundred Dollars ($100.00). All such shares are of one
class and are shares of Common Stuck.

          FIFTH: The name and the mailing address of the incorporator are as
follows:

     NAME                                           MAILING ADDRESS
     ----                                           ---------------
R. S. Dickerson                        229 South State Street, Dover, Delaware

          SIXTH: The corporation is to have perpetual existence.

          SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court director. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been

                                        2


made, be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

          EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and regulation
of the powers of the corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:

          1. The management of the business and the conduct of the
     affairs of the corporation shall be vested in its Board of
     Directors. The number or directors which shall constitute the
     whole Board of Directors shall be fixed by, or in the manner
     provided in, the By-Laws. The phrase "whole Board" and the phrase
     "total number of directors" shall be deemed to have the same
     meaning, to wit, the total number of directors which the
     corporation would have if there were no vacancies. No election of
     directors need be by written ballot.

          2. After the original or other By-Laws of the corporation
     have been adopted, amended, or repealed, as the case may be, in
     accordance with the provisions of Section 109 of the General
     Corporation Law of the State of Delaware, and, after the
     corporation has received any payment for any of its stock, the
     power to adopt, amend, or repeal the By-Laws of the corporation
     may be exercised by the Board of Directors of the corporation;
     provided, however, that any provision for the classification of
     directors of the corporation for staggered terms pursuant to the
     provisions of subsection (d) of Section 141 of the General
     Corporation Law of the State of Delaware shall be set forth in an
     initial By-Law or in a By-Law adopted by the stockholders
     entitled to vote of the corporation unless provisions for such
     classification shall be set forth in this certificate of
     incorporation.

          3. Whenever the corporation shall be authorized to issue
     only one class of stock, each outstanding share shall entitle the
     holder thereof to notice of, and the right to vote at, any
     meeting of stockholders. Whenever the corporation shall be
     authorized to issue more than one class of stock, no outstanding
     share of any class of stock which is denied voting power under
     the provisions of the certificate of incorporation shall entitle
     the holder thereof to the right to vote at any meeting of
     stockholders except as the provisions of paragraph (c) (2) of
     section 242 of the General Corporation Law of the State of
     Delaware shall otherwise require; provided, that no share of any
     such class which is otherwise denied voting power shall entitle
     the holder thereof to vote upon the increase or decrease in the
     number of authorized shares of said class.

                                        3


          NINTH: The corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person

          TENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TENTH.

Signed on April 30, 1979.


                                                      /S/ R. G. Dickerson
                                                  -----------------------------
                                                          R. G. Dickerson
                                                          Incorporator

                                        4



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                              PLAYBOY/SEAVIEW, INC.

     PLAYBOY/SEAVIEW, INC., a Delaware corporation (the "Corporation") pursuant
to Section 242 of the General Corporation Law of the State of Delaware, hereby
certifies that:

     FIRST: On February, 1988, the Board of Directors of the Corporation adopted
the following resolution setting forth and recommending a proposed amendment to
the Certificate of Incorporation of the Corporation:

              That the Board of Directors deems it and the
          Board hereby recommends that the of Incorporation of
          the Corporation be by Article 1, which Article shall
          as follows:

              "The name of the corporation is Special Editions,
          Ltd. "

     SECOND: the foregoing proposed amendment was approved by the written
consent of the sole stockholder of the Corporation pursuant to Section 228 of
the General Corporation Law of the State of Delaware.

                                        5


     THIRD: The foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

                                        6


     IN WITNESS WHEREOF, PLAYBOY/SEAVIEW, INC. has caused this Certificate of
Amendment to be duly executed this 5th day of February, 1988.

                                    PLAYBOY/SEAVIEW, INC.


                                    By:   /s/ Howard Shapiro
                                       ----------------------------
                                          Howard Shapiro
                                          Vice President

ATTEST:


  /s/ Dale C. Gordon
- -------------------------
        Dale C. Gordon
        Secretary

                                        7


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                             SPECIAL EDITIONS, LTD.

          SPECIAL EDITIONS, LTD. A Delaware corporation (the "Corporation")
pursuant to Section 242 of the General Corporation Law of the State of Delaware,
hereby certifies that:

          FIRST: On February 5, 1988, the Board of Directors of the Corporation
adopted the following resolution setting forth and recommending a proposed
amendment to the Certificate of Incorporation of the Corporation:

               RESOLVED, that the Board of Directors deems it, and the
          Board hereby recommends, that the certificate of
          incorporation of the Corporation be by amending Article 3
          and by deleting and inserting in lieu thereof a new which
          Article shall read in its entirety.

               The corporation is to act or activity for which
          organized under the Delaware Law.

               The corporation shall not be the corporation or its
          stockholders for breach of fiduciary duty as a except for
          liability (i) for any breach of duty of loyalty to the
          corporation stockholders, (ii) for acts or not in good faith
          or which involve intentional misconduct or a knowing
          violation of law, (iii) under Section 174 of the Delaware

                                        8


          General Corporation Law, or (iv) or any transaction
          from which the director derived an improper personal
          Delaware General Corporation Law is approved by the
          stockholders of this corporate action.

               Any repeal or modification of the foregoing paragraph
          by the stockholders of the corporation shall not adversely
          affect any right or protection of a director of the
          corporation existing at the time of such repeal or
          modification."

          SECOND: Thereafter the foregoing proposed amendments were
approved by the written consent of the stockholder of the Corporation pursuant
to Section 228 of the General Corporation Law of the State of Delaware.

     THIRD: The foregoing amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, SPECIAL EDITIONS, LTD. has caused this Certificate of
Amendment to be duly executed this 26th day of February, 1988.


                                          SPECIAL EDITIONS, LTD.


                                          By:     /s/ Howard Shapiro
                                             --------------------------------
                                                Howard Shapiro
                                                Vice President

ATTEST:


  /s/ Dale C. Gordon
- --------------------------
          Dale C. Gordon
          Secretary

                                        9



                     CERTIFICATE OF CHANGE REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

     Special Editions, Ltd., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present registered office of the corporation is in the county of Kent. The
Board of Directors of Special Editions, Ltd. adopted the following resolution on
the 20th day of May, 1994.

     Resolved, that the registered office of Special Editions, Ltd. in the state
of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present register agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.

     IN WITNESS WHEREOF, Special Editions, Ltd. has caused this statement to be
signed by Howard Shapiro, its Vice President, and attested by Irma Villarreal,
its Secretary this 20th day of May 1994.

                                          By    /s/ Howard Shapiro
                                            -----------------------------------
                                              Howard Shapiro, Vice President

ATTEST:

By:    /s/ Irma Villarreal
   --------------------------------------
     Irma Villarreal, Secretary

(DEL. -264-5/14/90)

                                       10

EX-3.60

                                                                    Exhibit 3.60

                             SPECIAL EDITIONS, LTD.

                                     -o-O-o-

                                     BY LAWS

                                     -o-O-o

                                    ARTICLE I

                                     OFFICES

     SECTION 1. The principal office shall be in the City of Wilmington, County
of New Castle, State of Delaware.

     SECTION 2. The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. Meetings of the stockholders for the election of directors shall
be held at such place, either within or without the State of Delaware, as may be
fixed from time to time, by the Board of Directors, and as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

     SECTION 2. Annual meetings of stockholders, commencing with the year 1990,
shall be held on the first Thursday of November, if not a legal holiday, and if
a legal holiday, then the next secular day following, at which meetings they
shall elect by a



plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.

     SECTION 3. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

     SECTION 4. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     SECTION 5. Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or

                                        2


purposes for which the meeting is called. The written notice of any meeting
shall be given to each stockholder entitled to vote at any such meeting not less
than ten nor more than sixty days before the date of the meeting. If mailed,
notice is given when deposited in the United States mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation.

     SECTION 6. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.

     SECTION 7. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

     SECTION 8. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, except for the
election of directors of the Corporation, unless the question is one upon which
by express provision of the statutes or of the Certificate of Incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question. Each

                                        3


nominee for director, in order to be elected at a meeting, must receive the vote
of the holders of a majority of the stock having power to vote in the election
of the Board of Directors and present in person or represented by proxy at such
meeting.

     SECTION 9. Each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof; except where the transfer books of
the Corporation have been closed or a date has been fixed as a record date for
the determination of its stockholders entitled to vote, no share of stock shall
be voted on at any election for directors which has been transferred on the
books of the Corporation within twenty days next preceding such election for
directors.

     SECTION 10. Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the Corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the Corporation by delivery to
its registered office in Delaware, its principal place of business, or to an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered

                                        4


office shall be by hand or by certified or registered mail, return receipt
requested. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. The number of directors which shall constitute the whole Board
shall be such number, not less than one nor more than four, as may be determined
from time to time by resolution duly adopted by the Board of Directors. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 2. of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.

     SECTION 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.

     SECTION 3. The business of the Corporation shall be managed by its Board of
Directors which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

     SECTION 4. Unless otherwise provided by the Certificate of Incorporation or
by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares then entitled to vote at
an election of directors.

                                        5


                       MEETINGS OF THE BOARD OF DIRECTORS

     SECTION 5. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     SECTION 6. The first meeting of each newly elected Board of Directors shall
be held without other notice than this Bylaw, immediately after, and at the same
place, as the annual meeting of stockholders.

     SECTION 7. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.

     SECTION 8. Special meetings of the Board may be called by the President on
twenty-four hours' notice to each director, either personally, by telegram or by
facsimile, or on five days' notice by mail; special meetings shall be called by
the President or Secretary in like manner and on like notice on the written
request of two directors.

     SECTION 9. At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third of the total number of authorized directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation.

     If a quorum shall not be present at any meeting of the Board of Directors
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     SECTION 10. Unless otherwise restricted by the Certificate of Incorporation
or these Bylaws, any action required or permitted to be taken at any meeting of
the Board of

                                        6


Directors or of any committee thereof may be taken without a meeting, if prior
to such action a written consent thereto is signed by all members of the Board
or of such committee as the case may be, and such written consent is filed with
the minutes of proceeding of the Board or committee.

     SECTION 11. Unless otherwise restricted by the Certificate of Incorporation
or these Bylaws, members of the Board of Directors or of any committee thereof
may participate in a meeting by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

     SECTION 12. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of two or more of the directors of the Corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

     SECTION 13. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

     SECTION 14. The directors may be paid their expenses, if any, of attendance
at each meeting of the Board of Directors and may be paid a fixed sum for
attendance at

                                        7


each meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for. attending committee meetings.

                                   ARTICLE IV

                                     NOTICES

     SECTION 1. Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     SECTION 2. Whenever any notice is required to be given under the provisions
of the statutes or of the Certificate of Incorporation or of these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     SECTION 1. The officers of the Corporation shall be chosen by the Board of
Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Two or more
offices may be held by the same person.

     SECTION 2. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, a Vice President, a Secretary
and a Treasurer,

                                        8


and may choose one or more additional Vice Presidents and one or more Assistant
Secretaries and Assistant Treasurers.

     SECTION 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

     SECTION 4. The Board of Directors shall be responsible for establishing the
compensation and employee benefit policies and programs of the Corporation.

     SECTION 5. The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

     SECTION 6. The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall have the general powers and
duties of management usually vested in the chief executive officer of
corporations.

                               THE VICE PRESIDENTS

     SECTION 7. In the election of officers, the Board of Directors may
designate one of the Vice Presidents as an Executive Vice President and one or
more of the Vice Presidents as a Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice Presidents,

                                        9


acting singly in the following order in the absence or inability or refusal to
act of their respective designated predecessors:

          (a) The Executive Vice President, if any;

          (b) The Senior Vice Presidents, if any, in the order designated by the
     Board of Directors or, in the absence of any designation, then in the order
     of their election;

          (c) All other Vice Presidents in the order designated by the Board of
     Directors or, in the absence of any designation, then in the order of their
     election.

     Each Vice President when performing the duties of the President shall have
all the powers of and be subject to all the restrictions upon the President.
Each Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the Corporation and shall perform such other duties
as may be assigned to him from time to time by the President or by the Board of
Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     SECTION 8. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may

                                       10


give general authority to any other officer to affix the seal of the Corporation
and to attest the affixing by his signature.

     SECTION 9. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     SECTION 10. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     SECTION 11. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     SECTION 12. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

                                       11


     SECTION 13. The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

     SECTION 1. Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
President or Vice President, and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
Corporation.

     SECTION 2. The signatures on any stock certificate of any such President,
Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary
may be facsimile. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on, any such certificate or
certificates shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the Corporation, such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Corporation.

                                       12


                     LOST, STOLEN OR DESTROYED CERTIFICATES

     SECTION 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

     SECTION 4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                     CLOSING OF TRANSFER BOOKS; RECORD DATE

     SECTION 5. The Board of Directors may fix in advance a date, not exceeding
sixty days or less than ten days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the

                                       13


stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of such dividend, or to any
such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock shall go into effect, or a date
in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

                             REGISTERED STOCKHOLDERS

     SECTION 6. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                       14


                                    DIVIDENDS

     SECTION 1. Dividends upon the capital stock of the Corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation.

     SECTION 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     SECTION 3. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

     SECTION 4. The fiscal year of the Corporation shall be fixed by resolution
of the Board of Directors.

                                      SEAL

     SECTION 5. The corporate seal shall be circular in form with the name
"SPECIAL EDITIONS, LTD." at top, "Delaware" at the bottom and the words
"Corporate Seal" in the center. Pursuant to the General Corporation Law of
Delaware, the Corporation may

                                       15


use such seal by causing it or a facsimile thereof to be impressed or affixed,
or reproduced, or otherwise, and which corporate seal may be altered at
pleasure.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

SECTION 6.

     (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment) against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that except
as provided in Paragraph (b) hereof, the

                                       16


Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in this section shall be
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer including,
without limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise.

     (b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Paragraph (a) of this
Section is not paid in full by the Corporation within ninety days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under

                                       17


the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation. Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

     (c) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and payment of
expenses incurred in defending a proceeding in advance of its final disposition
conferred in this section shall not be exclusive of any other right which any
person may have or hereafter acquired under any statute, provision of the
Certificate of Incorporation, Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

     (d) INSURANCE. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

                                       18


     SECTION 1. These Bylaws may be altered or repealed at any regular meeting
of the stockholders or of the Board of Directors or at any special meeting of
the stockholders or of the Board of Directors if notice of such alteration or
repeal be contained in the notice of such special meeting.

                                       19

EX-3.61

                                                                    Exhibit 3.61


                            ARTICLES OF INCORPORATION

                                       OF

                           TELECOM INTERNATIONAL, INC.


          The undersigned, being an individual, does hereby act as incorporator
in adopting the following Articles of Incorporation for the purpose of
organizing a corporation for profit, pursuant to the provisions of the Florida
Business Corporation Act.

          FIRST: The corporate name for the corporation (hereinafter called the
"corporation") is Telecom International, Inc.

          SECOND: The street address, wherever located, of the principal office
of the corporation is 680 North Lake Shore Drive, Chicago, Illinois 60611.

          The mailing address, wherever located, of the corporation is 680 North
Lake Shore Drive, Chicago, Illinois 60611.

          THIRD: The number of shares that the corporation is authorized to
issue is 1,000, all of which are without par value and are of the same class and
are Common shares.

          FOURTH: The street address of the initial registered office of the
corporation in the State of Florida is c/o The Prentice-Hall Corporation System,
Inc., 1201 Hays Street, Suite 105, Tallahassee, Florida 32301.

          The name of the initial registered agent of the corporation at the
said registered office is The Prentice-Hall Corporation System, Inc.

          The written acceptance of the said initial registered agent, as
required by the provisions of Section 607.0501(3) of the Florida Business
Corporation Act, is set forth following the signature of the incorporator and is
made a part of these Articles of Incorporation.

          FIFTH: The name and the address of the incorporator are:


NAME                                 ADDRESS
- ----                                 --------
Howard Shapiro                       c/o Playboy Enterprises, Inc.



                                     680 North Lake Shore Drive
                                     Chicago, Illinois 60611

          SIXTH: No holder of any of the shares of any class of the corporation
shall be entitled as of right to subscribe for, purchase, or otherwise acquire
any shares of any class of the corporation which the corporation proposes to
issue or any rights or options which the corporation proposes to grant for the
purchase of shares of any class of the corporation or for the purchase of any
shares, bonds, securities, or obligations of the corporation which are
convertible into or exchangeable for, or which carry any rights to subscribe
for, purchase, or otherwise acquire shares of any class of the corporation; and
any and all of such shares, bonds, securities, or obligations of the
corporation, whether now or hereafter authorized or created, may be issued, or
may be reissued if the same have been reacquired and if their reissue is not
prohibited, and any and all of such rights and options may be granted by the
Board of Directors to such individuals and entities, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine, without first offering the same, or any thereof, to any said
holder.

          SEVENTH: The purposes for which the corporation is organized, which
shall include the authority of the corporation to engage in any lawful business
for which corporations may be organized under the Florida Business Corporation
Act, are as follows:

          To carry on a general mercantile, industrial, investing, and
     trading business in all its branches; to devise, invent, manufacture,
     fabricate, assemble, install, service, maintain, alter, buy, sell,
     import, export, license as licensor or licensee, lease as lessor or
     lessee, distribute, job, enter into, negotiate, execute, acquire, and
     assign contracts in respect of, acquire, receive, grant, and assign
     licensing arrangements, options, franchises, and other rights in
     respect of, and generally deal in and with, at wholesale and retail,
     as principal, and as sales, business, special, or general agent,
     representative, broker, factor, merchant, distributor, jobber,
     advisor, and in any other lawful capacity, goods, wares, merchandise,
     commodities, and unimproved, improved, finished, processed, and other
     real, personal, and mixed property of any and all kinds, together with
     the components, resultants, and by-products thereof; to acquire by
     purchase or otherwise own, hold, lease, mortgage, sell, or otherwise
     dispose of, erect, construct, make, alter, enlarge, improve, and to
     aid or subscribe toward the construction, acquisition, or improvement
     of any factories, shops, storehouses, buildings, and commercial and
     retail establishments of every character, including all equipment,
     fixtures, machinery, implements, and supplies necessary, or incidental
     to, or connected with, any of the purposes or business of the
     corporation; and generally to perform any and all acts connected
     therewith or arising therefrom or incidental thereto, and all acts
     proper or necessary for the purpose of the business.

                                        2


          To engage generally in the real estate business as principal,
     agent, broker, and in any lawful capacity, and generally to take,
     lease, purchase, or otherwise acquire, and to own, use, hold, sell,
     convey, exchange, lease, mortgage, work, clear, improve, develop,
     divide, and otherwise handle, manage, operate, deal in, and dispose of
     real estate, real property, lands, multiple-dwelling structures,
     houses, buildings, and other works and any interest or right therein;
     to take, lease, purchase, or otherwise acquire, and to own, use, hold,
     sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise
     handle, and deal in and dispose of, as principal, agent, broker, and
     in any lawful capacity, such personal property, chattels, chattels
     real, rights, easements, privileges, choses in action, notes, bonds,
     mortgages, and securities as may lawfully be acquired, held, or
     disposed of; and to acquire, purchase, sell, assign, transfer, dispose
     of, and generally deal in and with, as principal, agent, broker, and
     in any lawful capacity, mortgages and other interests in real,
     personal, and mixed properties; to carry on a general construction,
     contracting, building, and realty management business as principal,
     agent, representative, contractor, subcontractor, and in any other
     lawful capacity.

          To apply for, register, obtain, purchase, lease, take licenses in
     respect of, or otherwise acquire, and to hold, own, use, operate,
     develop, enjoy, turn to account, grant licenses and immunities in
     respect of, manufacture under and to introduce, sell, assign,
     mortgage, pledge, or otherwise dispose of, and, in any manner deal
     with and contract with reference to:

               (a) inventions, devices, formulae, processes, and any
          improvements and modifications thereof;

               (b) letters patent, patent rights, patented processes,
          copyrights, designs, and similar rights, trademarks, trade
          symbols, and other indications of origin and ownership
          granted by or recognized under the laws of the United States
          of America or of any state or subdivision thereof, or of any
          foreign country or subdivision thereof, and all rights
          connected therewith or appertaining thereunto;

               (c) franchises, licenses, grants, and concessions.

          To have all of the general powers granted to corporations
     organized under the Florida Business Corporation Act, whether granted
     by specific statutory authority or by construction of law.

          EIGHTH:  The duration of the corporation shall be perpetual.

          NINTH: The corporation shall, to the fullest extent permitted by the
provisions of the Florida Business Corporation Act, as the same may be amended
and

                                        3


supplemented, indemnify any and all persons whom it shall have power to
indemnify under said provisions from and against any and all of the expenses,
liabilities, of other matters referred to in or covered by said provisions, and
the indemnification provided for herein shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under any Bylaw, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.

          TENTH: Whenever the corporation shall be engaged in the business of
exploiting natural resources or other wasting assets, distributions may be paid
in cash out of depletion or similar reserves at the discretion of the Board of
Directors and in conformity with the provisions of the Florida Business
Corporation Act.

          ELEVENTH: The corporate existence of the corporation shall begin on
March 8, 1994.

Signed on March 8, 1994


                                                  /s/ Howard Shapiro
                                                 ----------------------
                                                 Howard Shapiro,
                                                 Incorporator

                                       4


Having been named as registered agent and to accept service of process for the
above-named corporation at the place designated in these Articles of
Incorporation, I hereby accept the appointment as registered agent and agree to
act in this capacity. I further agree to comply with the provisions of all
statutes relating to the proper and complete performance of my duties, and I am
familiar with and accept the obligations of my position as registered agent.

                                      THE PRENTICE-HALL CORPORATION SYSTEM, INC.

                                      By:      /s/ Anthony E. Mackay
                                          --------------------------------------
                                          ANTHONY E. MACKAY, ASST SEC

                                      Date: 3/30/94

EX-3.62

                                                                    Exhibit 3.62

                           TELECOM INTERNATIONAL, INC.
                             (A FLORIDA CORPORATION)
                                     -0-O-0-

                                     BYLAWS

                                     -0-O-0-

                                    ARTICLE I

                                     OFFICES

     SECTION 1.    The principal office shall be in the city of Chicago,
County of Cook, State of Illinois.

     SECTION 2.    The Corporation may also have offices at such other places
both in and out of the State of Florida as the Board of Directors may from time
to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1.    Meetings of the stockholders for the election of directors
shall be held at such place, wither within or without the State of Florida, as
may be fixed from time to time, by the Board of Directors, and as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

     SECTION 2.    Annual meetings of stockholders, commencing with the year
1994, shall be held on the second Saturday of November, if not a legal holiday,
and if a legal holiday, ten the next secular day following, at which meetings
they shall elect by a



plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.

     SECTION 3.    The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

     SECTION 4.    Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     SECTION 5.    Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the

                                        2


place, date and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called. The written notice of any
meeting shall be given to each stockholder entitled to vote at any such meeting
not less than ten nor more than sixty days before the date of the meeting. If
mailed, notice is given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the records
of the Corporation.

     SECTION 6.    Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     SECTION 7.    The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

     SECTION 8.    When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which

                                        3


case such express provision shall govern and control the decision of such
question. Each nominee for director, in order to be elected at a meeting, must
receive the vote of the holders of a majority of the stock having power to vote
in the election of the Board of Directors and present in person or represented
by proxy at such meeting.

     SECTION 9.    Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof; except where the transfer books of
the Corporation have been closed or a date has been fixed as a record date for
the determination of its stockholders entitled to vote, no share of stock shall
be voted on at any election for directors which has been transferred on the
books of the Corporation within twenty days next preceding such election for
directors.

     SECTION 10.   Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Florida, its principal place of business,
or to an officer or agent of the Corporation having custody of the book in which
proceedings of

                                        4


meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1.    The number of directors which shall constitute the whole
Board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2. of this Article, and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

     SECTION 2.    Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.

     SECTION 3.    The business of the Corporation shall be managed by its Board
of Directors which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

                                        5


     SECTION 4.    Unless otherwise provided by the Certificate of Incorporation
or by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares then entitled to vote at
an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

     SECTION 5.    The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Florida.

     SECTION 6.    The first meeting of each newly elected Board of Directors
shall be held without other notice than this Bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

     SECTION 7.    Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

     SECTION 8.    Special meetings of the Board may be called by the President
on twenty-four hours' notice to each director, either personally, by telegram or
by facsimile, or on five days' notice by mail; special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of a majority of directors then in office.

     SECTION 9.    At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third of the total number of authorized directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation.

                                        6


     If a quorum shall not be present at any meeting of the Board of Directors
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     SECTION 10.   Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceeding of the Board or
committee.

     SECTION 11.   Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

     SECTION 12.   The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Such committee

                                        7


or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors.

     SECTION 13.   Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

     SECTION 14.   The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

     SECTION 1.    Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     SECTION 2.    Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                        8


                                    ARTICLE V

                                    OFFICERS

     SECTION 1.    The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Two or more
offices may be held by the same person.

     SECTION 2.    The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, a Vice President, a Secretary
and a Treasurer, and may choose one or more additional Vice Presidents and one
or more Assistant Secretaries and Assistant Treasurers.

     SECTION 3.    The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

     SECTION 4.    The Board of Directors shall be responsible for establishing
the compensation and employee benefit policies and programs of the Corporation.

     SECTION 5.    The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                                        9


                                  THE PRESIDENT

     SECTION 6.    The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall have the general powers and
duties of management usually vested in the chief executive officer of
corporations.

                               THE VICE PRESIDENTS

     SECTION 7.    In the election of officers, the Board of Directors may
designate one of the Vice Presidents as an Executive Vice President and one or
more of the Vice Presidents as a Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

            (a)    The Executive Vice President, if any;

            (b)    The Senior Vice Presidents, if any, in the order designated
     by the Board of Directors or, in the absence of any designation, then in
     the order of their election;

            (c)    All other Vice Presidents in the order designated by the
     Board of Directors or, in the absence of any designation, then in the order
     of their election.

     Each Vice President when performing the duties of the President shall have
all the powers of and be subject to all the restrictions upon the President.
Each Vice President may sign with the Secretary or an Assistant Secretary,
certificates for shares of the

                                       10


Corporation and shall perform such other duties as may be assigned to him from
time to time by the President or by the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     SECTION 8.    The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

     SECTION 9.    The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     SECTION 10.   The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in

                                       11


books belonging to the Corporation and shall deposit all monies and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.

     SECTION 11.   He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     SECTION 12.   If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

     SECTION 13.   The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

     SECTION 1.    Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
President or Vice

                                       12


President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary of the Corporation, certifying the number of shares
represented by such certificate owned by him in the Corporation.

     SECTION 2.    The signatures on any stock certificate of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     SECTION 3.    The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may

                                       13


be made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

     SECTION 4.    Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                     CLOSING OF TRANSFER BOOKS; RECORD DATE

     SECTION 5.    The Board of Directors may fix in advance a date, not
exceeding sixty days or less than ten days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of such dividend, or to any
such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case such stockholders and only such stockholders as shall be stockholders
of record

                                       14


on the date so fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.

                             REGISTERED STOCKHOLDERS

     SECTION 6.    The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Florida.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     SECTION 1.    Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation.

     SECTION 2.    Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from

                                       15


time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other purpose as the
directors shall think conducive to the interest of the Corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.

                                     CHECKS

     SECTION 3.    All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

     SECTION 4.    The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

     SECTION 5.    The corporate seal shall be circular in form with the name
"TELECOM INTERNATIONAL, INC." at top, "Florida" at the bottom and the words
"Corporate Seal" in the center. Pursuant to the Florida Business Corporation
Act, the Corporation may use such seal by causing it or a facsimile thereof to
be impressed or affixed, or reproduced, or otherwise, and which corporate seal
may be altered at pleasure.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     SECTION 6.

            (a)    RIGHT TO INDEMNIFICATION. Each person who was or is made a
     party or is threatened to be made a party to or is involved in any action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative (hereinafter a

                                       16


     "proceeding"), by reason of the fact that he or she, or a person of whom he
     or she is the legal representative, is or was a director or officer of the
     Corporation or is or was serving at the request of the Corporation as a
     director, officer, employee or agent of another corporation or of a
     partnership, joint venture, trust or other enterprise, including service
     with respect to employee benefit plans, whether the basis of such
     proceeding is alleged action in an official capacity as a director,
     officer, employee or agent or in any other capacity while serving as a
     director, officer, employee or agent, shall be indemnified and held
     harmless by the Corporation to the fullest extent authorized by the Florida
     Business Corporation Act, as the same exists or may hereafter be amended
     (but, in the case of any such amendment, only to the extent that such
     amendment permits the Corporation to provide broader indemnification rights
     than said law permitted the Corporation to provide prior to such amendment)
     against all expense, liability and loss (including attorneys' fees,
     judgments, fines, ERISA excise taxes or penalties and amounts paid to be
     paid in settlement) reasonably incurred or suffered by such person in
     connection therewith and such indemnification shall continue as to a person
     who has ceased to be a director, officer, employee or agent and shall inure
     to the benefit of his or her heirs, executors and administrators; provided,
     however, that except as provided in Paragraph (b) hereof, the Corporation
     shall indemnify any such person seeking indemnification in connection with
     a proceeding (or part thereof) initiated by such person only if such
     proceeding (or part thereof) was authorized by the Board of Directors of
     the Corporation. The right to indemnification conferred in this section
     shall be a contract right and shall include

                                       17


     the right to be paid by the Corporation the expenses incurred in defending
     any such proceeding in advance of its final disposition; provided, however,
     that if the Florida Business Corporation Act requires, the payment of such
     expenses incurred by a director or officer in his or her capacity as a
     director or officer (and not in any other capacity in which service was or
     is rendered by such person while a director or officer including, without
     limitation, service to an employee benefit plan) in advance of the final
     disposition of a proceeding, shall be made only upon delivery to the
     Corporation of an undertaking, by or on behalf of such director or officer,
     to repay all amounts so advanced if it shall ultimately be determined that
     such director or officer is not entitled to be indemnified under this
     Section or otherwise.

            (b)    RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Paragraph
     (a) of this Section is not paid in full by the Corporation within ninety
     days after a written claim has been received by the Corporation, the
     claimant may at any time thereafter bring suit against the Corporation to
     recover the unpaid amount of the claim and, if successful in whole or in
     part, the claimant shall be entitled to be paid also the expense of
     prosecuting such claim. It shall be a defense to any such action (other
     than an action brought to enforce a claim for expenses incurred in
     defending any proceeding in advance of its final disposition where the
     required undertaking, if any is required, has been tendered to the
     Corporation) that the claimant has not met the standards of conduct which
     make it permissible under the Florida Business Corporation Act for the
     Corporation to indemnify the claimant for the amount claimed, but the
     burden of proving such defense shall be

                                       18


     on the Corporation. Neither the failure of the Corporation (including its
     Board of Directors, independent legal counsel, or its stockholders) to have
     made a determination prior to the commencement of such action that
     indemnification of the claimant is proper in the circumstaces because he or
     she has met the applicable stadard of conduct set forth in the Florida
     Business Corporation Act, nor a actual determination by the Corporation
     (including its Board of Directors, independent legal counsel, or its
     stockholders) that the claimant has not met such applicable standard of
     conduct, shall be a defense to the action or create a presumption that the
     claimant has not met the applicable standard of conduct.

            (c)    NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
     payment of expenses incurred in defending a proceeding in advance of its
     final disposition conferred in this section shall not be exclusive of any
     other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

            (d)    INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another corporation, partnership, joint venture, trust
     or other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person against
     such expense, liability or loss under the Florida Business Corporation Act.

                                       19


                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1.    These Bylaws may be altered or repealed at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board of Directors if notice of such
alteration or repeal be contained in the notice of such special meeting.

                                       20

EX-3.63

                                                                    Exhibit 3.63

                          CERTIFICATE OF INCORPORATION

                                       OF

                       SPICE PLATINUM ENTERTAINMENT, INC.

1.   The name of the Corporation is Spice Platinum Entertainment, Inc.

2.   The address of its registered office in the state of Delaware is
     Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
     County of New Castle. The name of its registered agent at such address is
     The Corporation Trust Company.

3.   The nature of the business or purposes to be conducted or promoted is:

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of every class and
description.

     To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.

     To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation protection improvement and enhancement in value
thereof.



     To borrow or raise money for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.

     In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this Certificate of Incorporation together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the corporation.

     The business and purposes specified in the foregoing clauses shall, except
where otherwise express, be in nowise limited or restricted by reference to, or
inference from, the terms of any other clause in this Certificate of
Incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent business and purposes.

4.   The total number of shares of stock which the corporation shall have the
     authority to issue is:

                    1,000 - $.01 par value

     At all elections of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected by him, and he may cast all of such votes for
a single director or may distribute them among the number to be voted for, or
for any two or more of them as he may see fit.



5.   The name and mailing address of each incorporator is as follows:

     NAME                                        MAILING ADDRESS
     ----                                        ---------------

     Playboy Enterprises                         680 N. Lake Shore Drive
     International, Inc                          Chicago, Illinois 60611

     The name and mailing address of each person who is to serve as a director
     until the first annual meeting of the stockholders or until a successor is
     elected and qualified, is as follows:

     NAME                                        MAILING ADDRESS
     ----                                        ---------------

     James English                               c/o Playboy Enterprises
                                                 International, Inc.
                                                 9242 Beverly Boulevard
                                                 Beverly Hills, California 90210


     Jeffrey Jenest                              c/o Playboy Enterprises
                                                 International, Inc.
                                                 9242 Beverly Boulevard
                                                 Beverly Hills, California 90210

6.   The corporation is to have perpetual existence.

7.   In furtherance and not in limitation of the powers conferred by statute,
     the Board of Directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     To designate one or more committees, each committee to consist of one or
more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The by-laws may provide
that in the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the corporation,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it;



but no such committee shall have the power or authority in reference to the
following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval or (ii) adopting,
amending or repealing any by-law of the corporation.

     When and as authorized by the stockholders in accordance with law, to sell,
lease or exchange all or substantially all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.

8.   Elections of directors need not be by written ballot unless the by-laws of
     the corporation shall so provide.

     Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

     Whenever a compromise or arrangement proposed between this corporation and
its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

9. The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

10. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional



misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit.

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does make this Certificate, hereby declaring and certifying that this
is its act and deed and the facts herein stated are true, and accordingly have
hereunto set our hands this 29th day of June, 2001.


                                  Playboy Enterprises International, Inc.
                                  Incorporator


                                  By: /s/ Howard Shapiro
                                      ------------------------------------------
                                      Howard Shapiro
                                      Executive Vice President and Secretary

EX-3.64

                                                                    Exhibit 3.64

                       SPICE PLATINUM ENTERTAINMENT, INC.

                                    * * * * *

                                  B Y - L A W S

                                    * * * * *

                                    ARTICLE I

                                     OFFICES

     Section 1.     The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

     Section 2.     The  Corporation  may also have  offices at such other
places both within and without the State of Delaware as the Board of Directors
may, from time to time, determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.     All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
Board of Directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. Meetings of the stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

     Section 2.     Annual meetings of the stockholders, commencing with the
year 2002, shall be held on May 1st, if not a legal holiday, and if a legal
holiday, then on the next secular day following, or at such other date and time
as shall be designated from time to time by the Board of



Directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.

     Section 3.     The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

     Section 4.     Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     Section 5.     Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty (60) days before
the date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

                                        2


     Section 6.     Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 7.     The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

     Section 8.     When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

     Section 9.     Unless otherwise provided in the Certificate of
Incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof.

     Section 10.    Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,

                                        3


setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     Section 1.     The number of directors which shall constitute the whole
board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

     Section 2.     Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced.

     Section 3.     The business of the Corporation shall be managed by, or
under the direction of, its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these By-laws directed or
required to be exercised or done by the stockholders.

                                        4


     Section 4.     Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 5.     The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 6.     The first meeting of each newly elected Board of Directors
shall be held without other notice than this bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

     Section 7.     Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

     Section 8.     Special meetings of the Board may be called by the President
on twenty-four (24) hours' notice to each director, either personally or by mail
or by facsimile communication; special meetings shall be called by the President
or Secretary in like manner and on like notice on the written request of two
directors.

     Section 9.     At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third (1/3) of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation.

     If a quorum shall not be present at any meeting of the Board of Directors,
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

                                        5


     Section 10.    Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

     Section 11.    Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, members of the Board of Directors, or any
committee thereof, may participate in a meeting, by means of conference via
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

     Section 12.    The Board of Directors may, by resolutions passed by a
majority of the whole Board, designated one or more committees, each committee
to consist of one or more of the directors of the Corporation, which, to the
extent provided in the resolution and permitted by law, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation and may authorize the seal of the corporation to
be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.

     Section 13.    Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                                        6


                            COMPENSATION OF DIRECTORS

     Section 14.    Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

     Section 15.    Unless otherwise restricted by the Certificate of
Incorporation or By-law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to one vote at an election of directors.

                                   ARTICLE IV

                                     NOTICES

     Section 1.     Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     Section 2.     Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing,

                                        7


signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     Section 1.     The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-laws otherwise provide.

     Section 2.     The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, one or more
Vice-Presidents, a Secretary and a Treasurer, and may choose one or more
additional Vice-Presidents and one or more Assistant Secretaries and one or more
Assistant Treasurers.

     Section 3.     The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

     Section 4.     The Board of Directors shall be responsible for establishing
the compensation and employee benefit policies and programs of the Corporation.

     Section 5.     The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                        8


                                  THE PRESIDENT

     Section 6.     The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

     Section 7.     He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

     Section 8.     In the election of officers, the Board of Directors may
designate one of the Vice-Presidents as Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice-Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

             (a)    The Executive Vice-President, if any;

             (b)    The Senior Vice-Presidents, if any, in the order designated
     by the Board of Directors or, in the absence of any designation, then in
     the order of their election;

             (c)    All other Vice-Presidents in the order designated by the
     Board of Directors or, in the absence of any designation, then in the order
     of their election.

     Each Vice-President, when performing the duties of the President, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall

                                        9


perform such other duties as may be assigned to him from time to time by the
President or by the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.     The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

     Section 10.    The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                       10


                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11.    The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     Section 12.    He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     Section 13.    If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

     Section 14.    The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                                       11


                                   ARTICLE VI

                             CERTFICATES FOR SHARES

     Section 1.     Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, the President or Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary of the Corporation,
certifying the number of shares represented by such certificate owned by him in
the Corporation.

     Section 2.     Any or all the signatures on a certificate may be facsimile.
In case any officer, transfer agent or registrar who have signed or whose
facsimile signature or signatures have been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
or certificates is issued, it may be issued by the Corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     Section 3.     The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                       12


                                TRANSFER OF STOCK

     Section 4.     Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

     Section 5.     In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting: provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                             REGISTERED STOCKHOLDER

     Section 6.     The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such

                                       13


share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS
                                    DIVIDENDS

     Section 1.     Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

     Section 2.     Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3.     All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                       14


                                   FISCAL YEAR

     Section 4.     The fiscal year of the Corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the Board of
Directors.

                                      SEAL

     Section 5.     The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                          INDEMNIFICATION OF DIRECTORS
                                  AND OFFICERS

     Section 6.

             (a)    RIGHT TO INDEMNIFICATION. Each person who was or is made a
     party or is threatened to be made a party to or is involved in any action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative (hereinafter a "Proceeding"), by reason of the fact that he
     or she, or a person of whom he or she is the legal representative, is or
     was a director or officer of the Corporation as a director, officer,
     employee or agent of another corporation or of a partnership, joint
     venture, trust or other enterprise, including service with respect to
     employee benefit plans, whether the basis of such proceeding is alleged
     action in an official capacity as a director, officer, employee or agent or
     in any other capacity while serving as a director, officer, employee or
     agent,

                                       15


     shall be indemnified and held harmless by the Corporation to the fullest
     extent authorized by the Delaware General Corporation Law, as the same
     exists or may hereafter be amended (but, in the case of any such amendment,
     only to the extent that such amendment permits the Corporation to provide
     broader indemnification rights than said law permitted the Corporation to
     provide prior to such amendment) against all expense, liability and loss
     (including attorneys' fees, judgments, fines, ERISA excise taxes or
     penalties and amount paid to be paid in settlement) reasonably incurred or
     suffered by such person in connection therewith and such indemnification
     shall continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of his or her heirs,
     executors and administrators; provided, however, that except as provided in
     Paragraph (b) hereof, the Corporation shall indemnify any such person
     seeking indemnification in connection with a proceeding (or part thereof)
     initiated by such person only if such proceeding (or part thereof) was
     authorized by the Board of Directors of the Corporation. The right to
     indemnification conferred in this section shall be contract right and shall
     include the right to be paid by the Corporation the expenses incurred in
     defending any such proceeding in advance of its final disposition;
     provided, however, that if the Delaware General Corporation Law requires,
     the payment of such expenses incurred by a director or officer in his other
     capacity as a director or officer (and not in any other capacity in which
     service was or is rendered by such person while a director or officer
     including, without limitation, service to an employee benefit plan) in
     advance of the final disposition of a proceeding, shall be made only upon
     delivery to the Corporation of an undertaking, by or on behalf of such
     director or officer, to repay all amounts so advance if it shall ultimately
     be determined that such director or officer is not entitled to be
     indemnified under this Section or otherwise.

             (b)    RIGHT TO CLAIMANT TO BRING SUIT. If a claim under Paragraph
     (a) of this Section is not paid in full by the Corporation within ninety
     (90) days after a written claim

                                       16


     has been received by the Corporation, the claimant may at any time
     thereafter bring suit against the Corporation to recover the unpaid amount
     of the claim and, if successful in whole or in part, the claimant shall be
     entitled to be paid also the expense of prosecuting such claim. It shall be
     a defense to any such action (other than an action brought to enforce a
     claim for expenses incurred in defending any proceeding in advance of its
     final disposition where the required undertaking, if any is required, has
     been tendered to the Corporation) that the claimant has not met the
     standards of conduct which make it permissible under the Delaware General
     Corporation Law for the Corporation to indemnify the claimant for the
     amount claimed, but the burden of proving such defense shall be on the
     Corporation. Neither the failure of the Corporation (including its Board of
     Directors, independent legal counsel, or its stockholders) to have made a
     determination prior to the commencement of such action that indemnification
     of the claimant is proper in the circumstances because he or she has met
     the applicable standard of conduct set forth in the Delaware General
     Corporation Law, nor an actual determination by the Corporation (including
     its Board of Directors, independent legal counsel, or its stockholders)
     that the claimant has not met such applicable standard of conduct, shall be
     defense to the action or create a presumption that the claimant has not met
     the applicable standard of conduct.

             (c)    NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
     payment of expenses incurred in defending a proceeding in advance of its
     final disposition conferred in this section shall not be exclusive of any
     other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

             (d)    INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another

                                       17


     corporation, partnership, joint venture, trust or other enterprise against
     any such expense, liability or loss, whether or not the Corporation would
     have the power to indemnify such person against such expense, liability or
     loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1.     These By-laws may be altered, amended or repealed or new
By-laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal By-laws is conferred upon the Board of Directors by the
Certificate of Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal By-laws.

                                       18

EX-3.65

                                                                    Exhibit 3.65

                          CERTIFICATE OF INCORPORATION

                                       OF

                          SPICE HOT ENTERTAINMENT, INC.

1.   The name of the Corporation is Spice Hot Entertainment, Inc.

2.   The address of its registered office in the state of Delaware is
     Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
     County of New Castle. The name of its registered agent at such address is
     The Corporation Trust Company.

3.   The nature of the business or purposes to be conducted or promoted is:

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of every class and
description.

     To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.

     To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation protection improvement and enhancement in value
thereof.



     To borrow or raise money for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.

     In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this Certificate of Incorporation together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the corporation.

     The business and purposes specified in the foregoing clauses shall, except
where otherwise express, be in nowise limited or restricted by reference to, or
inference from, the terms of any other clause in this Certificate of
Incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent business and purposes.

4.   The total number of shares of stock which the corporation shall have the
     authority to issue is:

              1,000 - $.01 par value

     At all elections of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected by him, and he may cast all of such votes for
a single director or may distribute them among the number to be voted for, or
for any two or more of them as he may see fit.



5.   The name and mailing address of each incorporator is as follows:

     NAME                          MAILING ADDRESS
     ----                          ---------------

     Playboy Enterprises           680 N. Lake Shore Drive
     International, Inc            Chicago, Illinois 60611

The name and mailing address of each person who is to serve as a director until
the first annual meeting of the stockholders or until a successor is elected and
qualified, is as follows:

     NAME                          MAILING ADDRESS
     ----                          ---------------

     James English                 c/o Playboy Enterprises International, Inc.
                                   9242 Beverly Boulevard
                                   Beverly Hills, California 90210

     Jeffrey Jenest                c/o Playboy Enterprises International, Inc.
                                   9242 Beverly Boulevard
                                   Beverly Hills, California 90210

6.   The corporation is to have perpetual existence.

7.   In furtherance and not in limitation of the powers conferred by statute,
     the Board of Directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     To designate one or more committees, each committee to consist of one or
more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. The by-laws may provide
that in the absence or disqualification of a member of a committee, the member
or members present at any meeting and not disqualified from voting, whether or
not such member or members constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent provided in the
resolution of the board of directors, or in the by-laws of the corporation,
shall have and may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it;



but no such committee shall have the power or authority in reference to the
following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval or (ii) adopting,
amending or repealing any by-law of the corporation.

     When and as authorized by the stockholders in accordance with law, to sell,
lease or exchange all or substantially all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such
terms and conditions and for such consideration, which may consist in whole or
in part of money or property including shares of stock in, and/or other
securities of, any other corporation or corporations, as its board of directors
shall deem expedient and for the best interests of the corporation.

8.   Elections of directors need not be by written ballot unless the by-laws of
     the corporation shall so provide.

     Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

     Whenever a compromise or arrangement proposed between this corporation and
its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

9.   The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

10.  A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional



misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit.

     THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, does make this Certificate, hereby declaring and certifying that this
is its act and deed and the facts herein stated are true, and accordingly have
hereunto set our hands this 29th day of June, 2001.


                                 Playboy Enterprises International, Inc.
                                 Incorporator


                                 By: /s/ Howard Shapiro
                                     -------------------------------------------
                                     Howard Shapiro
                                     Executive Vice President and Secretary

EX-3.66

                                                                    Exhibit 3.66

                          SPICE HOT ENTERTAINMENT, INC.

                                    * * * * *

                                  B Y - L A W S

                                    * * * * *


                                    ARTICLE I

                                     OFFICES

     Section 1.    The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

     Section 2.    The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may,
from time to time, determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.    All meetings of the stockholders for the election of
directors shall be held at such place as may be fixed from time to time by the
Board of Directors, or at such other place either within or without the State of
Delaware as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting. Meetings of the stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

     Section 2.    Annual meetings of the stockholders, commencing with the year
2002, shall be held on May 1st, if not a legal holiday, and if a legal holiday,
then on the next secular day following, or at such other date and time as shall
be designated from time to time by the Board of



Directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.

     Section 3.    The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

     Section 4.    Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     Section 5.    Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty (60) days before
the date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

                                        2


     Section 6.    Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 7.    The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

     Section 8.    When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

     Section 9.    Unless otherwise provided in the Certificate of Incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of capital stock having voting power
held by such stockholder, but no proxy shall be valid unless it provides that it
may only be voted on at a specific meeting of stockholders or any adjournment or
adjournments thereof.

     Section 10.   Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,

                                        3


setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     Section 1.    The number of directors which shall constitute the whole
board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

     Section 2.    Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced.

     Section 3.    The business of the Corporation shall be managed by, or under
the direction of, its Board of Directors which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or
by the Certificate of Incorporation or by these By-laws directed or required to
be exercised or done by the stockholders.

                                        4


     Section 4.    Unless otherwise provided by the Certificate of Incorporation
or by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares then entitled to vote at
an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 5.    The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 6.    The first meeting of each newly elected Board of Directors
shall be held without other notice than this bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

     Section 7.    Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

     Section 8.    Special meetings of the Board may be called by the President
on twenty-four (24) hours' notice to each director, either personally or by mail
or by facsimile communication; special meetings shall be called by the President
or Secretary in like manner and on like notice on the written request of two
directors.

     Section 9.    At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third (1/3) of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation.

     If a quorum shall not be present at any meeting of the Board of Directors,
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

                                        5


     Section 10.   Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, any action required or permitted to be taken at
any meeting of the Board of Directors, or of any committee thereof, may be taken
without a meeting, if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.

     Section 11.   Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, members of the Board of Directors, or any
committee thereof, may participate in a meeting, by means of conference via
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation in a
meeting shall constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

     Section 12.   The Board of Directors may, by resolutions passed by a
majority of the whole Board, designated one or more committees, each committee
to consist of one or more of the directors of the Corporation, which, to the
extent provided in the resolution and permitted by law, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation and may authorize the seal of the corporation to
be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.

     Section 13.   Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                                        6


                            COMPENSATION OF DIRECTORS

     Section 14.   Unless otherwise restricted by the Certificate of
Incorporation or these By-laws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                              REMOVAL OF DIRECTORS

     Section 15.   Unless otherwise restricted by the Certificate of
Incorporation or By-law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to one vote at an election of directors.

                                   ARTICLE IV

                                     NOTICES

     Section 1.    Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     Section 2.    Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing,

                                        7


signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     Section 1.    The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice-Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these By-laws otherwise provide.

     Section 2.    The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, one or more Vice-Presidents, a
Secretary and a Treasurer, and may choose one or more additional Vice-Presidents
and one or more Assistant Secretaries and one or more Assistant Treasurers.

     Section 3.    The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

     Section 4.    The Board of Directors shall be responsible for establishing
the compensation and employee benefit policies and programs of the Corporation.

     Section 5.    The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                        8


                                  THE PRESIDENT

     Section 6.    The President shall be the Chief Executive Officer of the
Corporation, shall preside at all meetings of the stockholders and the Board of
Directors, shall have general active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

     Section 7.    He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.

                               THE VICE-PRESIDENTS

     Section 8.    In the election of officers, the Board of Directors may
designate one of the Vice-Presidents as Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice-Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

             (a)   The Executive Vice-President, if any;

             (b)   The Senior Vice-Presidents, if any, in the order designated
     by the Board of Directors or, in the absence of any designation, then in
     the order of their election;

             (c)   All other Vice-Presidents in the order designated by the
     Board of Directors or, in the absence of any designation, then in the order
     of their election.

     Each Vice-President, when performing the duties of the President, shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice-President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall

                                        9


perform such other duties as may be assigned to him from time to time by the
President or by the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.    The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

     Section 10.   The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                       10


                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11.   The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     Section 12.   He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     Section 13.   If required by the Board of Directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, monies and other property of whatever
kind in his possession or under his control belonging to the Corporation.

     Section 14.   The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the Treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe.

                                       11


                                   ARTICLE VI

                             CERTFICATES FOR SHARES

     Section 1.    Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board of Directors, the President or Vice-President, and by the
Treasurer or an Assistant Treasurer, or the Secretary of the Corporation,
certifying the number of shares represented by such certificate owned by him in
the Corporation.

     Section 2.    Any or all the signatures on a certificate may be facsimile.
In case any officer, transfer agent or registrar who have signed or whose
facsimile signature or signatures have been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
or certificates is issued, it may be issued by the Corporation with the same
effect as if he were such officer, transfer agent or registrar at the date of
issue.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     Section 3.    The Board of Directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                       12


                                TRANSFER OF STOCK

     Section 4.    Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

     Section 5.    In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of such meeting, nor more than sixty (60) days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting: provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

                             REGISTERED STOCKHOLDER

     Section 6.    The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such

                                       13


share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1.    Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.

     Section 2.    Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3.    All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                       14


                                   FISCAL YEAR

     Section 4.    The fiscal year of the Corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the Board of
Directors.

                                      SEAL

     Section 5.    The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                          INDEMNIFICATION OF DIRECTORS

                                  AND OFFICERS

     Section 6.

             (a)   RIGHT TO INDEMNIFICATION. Each person who was or is made a
     party or is threatened to be made a party to or is involved in any action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative (hereinafter a "Proceeding"), by reason of the fact that he
     or she, or a person of whom he or she is the legal representative, is or
     was a director or officer of the Corporation as a director, officer,
     employee or agent of another corporation or of a partnership, joint
     venture, trust or other enterprise, including service with respect to
     employee benefit plans, whether the basis of such proceeding is alleged
     action in an official capacity as a director, officer, employee or agent or
     in any other capacity while serving as a director, officer, employee or
     agent,

                                       15


     shall be indemnified and held harmless by the Corporation to the fullest
     extent authorized by the Delaware General Corporation Law, as the same
     exists or may hereafter be amended (but, in the case of any such amendment,
     only to the extent that such amendment permits the Corporation to provide
     broader indemnification rights than said law permitted the Corporation to
     provide prior to such amendment) against all expense, liability and loss
     (including attorneys' fees, judgments, fines, ERISA excise taxes or
     penalties and amount paid to be paid in settlement) reasonably incurred or
     suffered by such person in connection therewith and such indemnification
     shall continue as to a person who has ceased to be a director, officer,
     employee or agent and shall inure to the benefit of his or her heirs,
     executors and administrators; provided, however, that except as provided in
     Paragraph (b) hereof, the Corporation shall indemnify any such person
     seeking indemnification in connection with a proceeding (or part thereof)
     initiated by such person only if such proceeding (or part thereof) was
     authorized by the Board of Directors of the Corporation. The right to
     indemnification conferred in this section shall be contract right and shall
     include the right to be paid by the Corporation the expenses incurred in
     defending any such proceeding in advance of its final disposition;
     provided, however, that if the Delaware General Corporation Law requires,
     the payment of such expenses incurred by a director or officer in his other
     capacity as a director or officer (and not in any other capacity in which
     service was or is rendered by such person while a director or officer
     including, without limitation, service to an employee benefit plan) in
     advance of the final disposition of a proceeding, shall be made only upon
     delivery to the Corporation of an undertaking, by or on behalf of such
     director or officer, to repay all amounts so advance if it shall ultimately
     be determined that such director or officer is not entitled to be
     indemnified under this Section or otherwise.

             (b)   RIGHT TO CLAIMANT TO BRING SUIT. If a claim under Paragraph
     (a) of this Section is not paid in full by the Corporation within ninety
     (90) days after a written claim

                                       16


     has been received by the Corporation, the claimant may at any time
     thereafter bring suit against the Corporation to recover the unpaid amount
     of the claim and, if successful in whole or in part, the claimant shall be
     entitled to be paid also the expense of prosecuting such claim. It shall be
     a defense to any such action (other than an action brought to enforce a
     claim for expenses incurred in defending any proceeding in advance of its
     final disposition where the required undertaking, if any is required, has
     been tendered to the Corporation) that the claimant has not met the
     standards of conduct which make it permissible under the Delaware General
     Corporation Law for the Corporation to indemnify the claimant for the
     amount claimed, but the burden of proving such defense shall be on the
     Corporation. Neither the failure of the Corporation (including its Board of
     Directors, independent legal counsel, or its stockholders) to have made a
     determination prior to the commencement of such action that indemnification
     of the claimant is proper in the circumstances because he or she has met
     the applicable standard of conduct set forth in the Delaware General
     Corporation Law, nor an actual determination by the Corporation (including
     its Board of Directors, independent legal counsel, or its stockholders)
     that the claimant has not met such applicable standard of conduct, shall be
     defense to the action or create a presumption that the claimant has not met
     the applicable standard of conduct.

             (c)   NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
     payment of expenses incurred in defending a proceeding in advance of its
     final disposition conferred in this section shall not be exclusive of any
     other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

             (d)   INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another

                                       17


     corporation, partnership, joint venture, trust or other enterprise against
     any such expense, liability or loss, whether or not the Corporation would
     have the power to indemnify such person against such expense, liability or
     loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1.    These By-laws may be altered, amended or repealed or new
By-laws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal By-laws is conferred upon the Board of Directors by the
Certificate of Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal By-laws.

                                       18

EX-3.67

                                                                    Exhibit 3.67

                                     FORM B

            BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ
                 CAREFULLY THE INSTRUCTIONS ON THE BACK THEREOF.

                   (THESE ARTICLES MUST BE FILED IN DUPLICATE)

STATE OF ILLINOIS,  )
                    ) ss.
COOK COUNTY         )



To CHARLES F. CARPENTIER, Secretary of State:


       We, the undersigned,



                                                           ADDRESS
      NAME                 NUMBER            STREET            CITY        STATE
- ------------------------------------------------------------------------------------
                                                                
A. J. MITCHELL, JR.                    1 N. LaSalle Street,   Chicago 2,    Illinois

W. H. SHIPLEY                          1 N. LaSalle Street,   Chicago 2,    Illinois

L. MISCH                               1 N. LaSalle Street,   Chicago 2,    Illinois


being natural persons of the age of twenty-one years or more and subscribers to
the shares of the corporation to be organized pursuant hereto, for the purpose
of forming a corporation under "The Business Corporation Act" of the State of
Illinois, do hereby adopt the following Articles of Incorporation:

                                   ARTICLE ONE

The name of the corporation is PLAYBOY RECORDS, INC.

                                   ARTICLE TWO

The ADDRESS of its initial registered office in the State of Illinois is SUITE
1925, 1 N. LASALLE STREET, in the CITY of CHICAGO (2) County of COOK and the
NAME of its Registered Agent at SAID ADDRESS is: A. J. MITCHELL, JR.



                                  ARTICLE THREE

The duration of the corporation is: PERPETUAL

                                  ARTICLE FOUR

The purpose or purposes for which the corporation is organized are:

       (1)    To print, reprint, publish, copy and vend dramatic or
              dramatico-musical compositions or adaptations, arrangements,
              dramatizations, translations or other versions of copyrighted
              works or works in the public domain.

       (2)    To make or procure the making of any transcription or record of
              the works specified in paragraph (1) by or from which in whole or
              in part they may in any manner or by any method be exhibited,
              performed, represented, produced or reproduced and to exhibit,
              perform, represent, produce or reproduce them; to vend any
              manuscript or any record whatsoever thereof.

       (3)    To apply for and obtain protection of the works produced by
              copyright in accordance with the Act of July 30, 1947, c. 391, 61
              Stat. 652 and Acts amendatory.

       (4)    To purchase, take, receive, lease or lessee, take by gift, devise,
              or bequest, or otherwise acquire, and to own, hold, use and
              otherwise deal in and with any real or personal property, or any
              interest therein, situated in or out of Illinois, which may be
              appropriate to enable it to accomplish any or all of its purposes.

       (5)    To sell and convey, mortgage, pledge, lease or lessor, and
              otherwise dispose of all or any part of its property or assets.

       (6)    To purchase, take, receive, subscribe for, and otherwise acquire,
              own, hold, vote, use, employ, sell, mortgage, loan, pledge, or
              otherwise dispose of, and otherwise use and deal in and with,
              shares or other interests in, or obligations of, other domestic or
              foreign corporations, associations, partnerships, or individuals,
              except Illinois banks or bank holding companies.

       (7)    None of the foregoing powers or purposes shall be construed to
              include the discounting of bills and notes or the buying and
              selling of bills of exchange.

                                        2


                                  ARTICLE FIVE

PARAGRAPH 1: The aggregate number of shares which the corporation is authorized
to issue is 10,000, divided into no classes. The designation of each class, the
number of shares of each class, and the par value, if any, of the shares of each
class, or a statement that the shares of any class are without par value, are as
follows:



                  Series      Number of    Par value per share or statement that shares
 Class           (If any)      Shares                are without par value
                                       
COMMON            NONE        10,000            $1.00 par value, per share


PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the
special or relative right in respect of the shares of each class are: NONE

                                   ARTICLE SIX

       The class and number of shares which the corporation proposes to issue
without further report to the Secretary of State, and the consideration
(expressed in dollars) to be received by the corporation therefor, are:



                                                       Total consideration to be
       Class of shares        Number of shares            received therefor:
                                                         
        COMMON                    1,000                        $  1,000.00
                                                               $
                                                               $
                                                               $
                                                               $


                                  ARTICLE SEVEN

       The corporation will not commence business until at least one thousand
dollars has been received as consideration for the issuance of shares.

                                        3


                                  ARTICLE EIGHT

       The number of directors to be elected at the first meeting of the
shareholders is: THREE.

                                  ARTICLE NINE

PARAGRAPH 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $5,000.00.
PARAGRAPH 2: It is estimated that the value of the property to be located within
the State of Illinois during the following year will be $5,000.00.
PARAGRAPH 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $5,000.00.
PARAGRAPH 4. It is estimated that the gross amount of business which will be
transacted at or from places of business in the State of Illinois during the
following year will be $5,000.00.

                          /s/ A. J. Mitchell, Jr.
                          ----------------------------------
                          A. J. Mitchell, Jr
                          ----------------------------------
                          /s/ W. H. Shipley
                          ----------------------------------
                          W. H. Shipley                            Incorporators
                          ----------------------------------
                          /s/ L. Misch
                          ----------------------------------
                          L. Misch
                          ----------------------------------

              OATH AND ACKNOWLEDGEMENT

STATE OF ILLINOIS,  )
                    ) ss.
COOK COUNTY         )

       I, A. TEHLE, a Notary Public do hereby certify that on the 6th day of
AUGUST, 1956, A. J. MITCHELL, JR., W. H. SHIPLEY AND L. MISCH personally
appeared before me and being first duly sworn by me severally acknowledged that
they signed the foregoing document in the respective capacities therein set
forth and declared that the statements therein contained are true.

       IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
above written.

                                    /s/ Annette M. Tehle
                                    ------------------------------------
                                    Notary Public

[SEAL]

                                        4


                       ARTICLES OF AMENDMENT

                              TO THE

                     ARTICLES OF INCORPORATION

                                OF

                        PLAYBOY RECORDS, INC.
                       (Exact Corporate Name)

To  WILLIAM H. CHAMBERLAIN,
Secretary of State
Springfield, Illinois

       The undersigned corporation, for the purpose of amending its Articles of
Incorporation and pursuant to the provisions of Section 55 of "The Business
Corporation Act" of the State of Illinois, hereby executes the following
Articles of Amendment:

       ARTICLE FIRST:  The name of the corporation is:

                              PLAYBOY RECORDS, INC.

       ARTICLE SECOND: The following amendment or amendments were adopted in the
manner prescribed by "The Business Corporation Act" of the State of Illinois:

                              SEE ATTACHMENT HERETO



                   ATTACHMENT TO ARTICLES OF AMENDMENT TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                              PLAYBOY RECORDS, INC.

ARTICLE SECOND:

       (1)    RESOLVED, that Article One of the Articles of Incorporation of
              this corporation is amended so that said article, now reading as
              follows: "The name of the corporation is: PLAYBOY RECORDS, INC."
              will as amended, read as follows: "The name of the corporation is
              PLAYBOY MODELS, INC., " and

       (2)    FURTHER RESOLVED, that Article Four of the Articles of
              Incorporation is amended so as to extend the business of the
              corporation, and to enlarge and change the purposes for which the
              corporation was organized to include the following:

                     To own and operate a private employment agency, to
              represent and act as agent for models, actors, entertainers, and
              persons engaged in related professions with respect to obtaining
              employment for such persons and furthering their respective
              professional careers; to seek and arrange interviews and negotiate
              contracts with respect to such employment and to offer advice and
              consultation with respect to such employment and the furtherance
              of careers in such professions.

       ARTICLE THIRD: The number of shares of the corporation outstanding at the
time of the adoption of said amendment or amendments was one thousand (1,000);
and the number of shares of each class entitled to vote as a class on the
adoption of said amendment or amendments, and the designation of each such class
were as follows:

(Disregard separation into      CLASS                       NUMBER OF SHARES
classes  if  class voting
does not apply to the
amendment voted on.)        NOT APPLICABLE

       ARTICLE FOURTH: The number of shares voted for said amendment or
amendments was one thousand (1,000); and the number of shares voted against said

                                        2


amendment or amendments was none. The number of shares of each class entitled to
vote as a class voted for and against said amendment or amendments,
respectively, was:

(Disregard these items           CLASS                NUMBER OF SHARES VOTED
unless the amendment                                  FOR            AGAINST
states this articles of
incorporation.)

                            NOT APPLICABLE

Item 1. On the date of the adoption of this amendment restating the articles of
incorporation, the corporation had _____ shares issued, itemized as follows:

(Disregard these        CLASS     SERIES   NUMBER OF   PAR VALUE PER SHARE OR
items unless the                 (IF ANY)   SHARES     STATEMENT THAT SHARES ARE
amendment states this                                  WITHOUT PAR VALUE
articles of
incorporation.)

                     NOT APPLICABLE

Item 2. On the date of the adoption of this amendment restating the articles of
incorporation, the corporation had a stated capital of $__________ and a paid-in
surplus of $__________ or a total of $______________.

       NOT APPLICABLE
(Disregard ARticle
where this amendment
contains no such
provisions.)

       ARTICLE FIFTH: The manner in which the exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized shares
of any class below the number of issued shares of that class, provided for in,
or effected by, this amendment, is as follows:

       NOT APPLICABLE

                                        3


(Disregard Paragraph
where amendment does
not affect stated capital
or paid in surplus.)

       ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or
amendments effect a change in the amount of stated capital or the amount of
paid-in surplus, or both, is as follows:

       NOT APPLICABLE

(Disregard Paragraph
where amendment does
not affect stated capital
or paid-in-surplus.)

       Paragraph 2: The amounts of stated capital and of paid-in surplus as
changed by this amendment are as follows:

                                      BEFORE AMENDMENT       AFTER AMENDMENT
       Stated capital...........    $                     $
       Paid-in surplus..........    $                     $


       NOT APPLICABLE


       IN WITNESS WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be executed in its name by its Vice President, and its corporate
seal to be hereto affixed, attested by its Secretary this 9th day of April,
1964.

                                    PLAYBOY RECORDS, INC.
                                    --------------------------------------------
                                              Exact Corporate Name)

                                    /s/ Eldon Sellers
                                    --------------------------------------------
                                              Its Vice President
     Place
(CORPORATE SEAL)
     Here

/s/ R. J. Preuss
- ---------------------
   Its Secretary

                                        4


STATE OF ILLINOIS,  )
                    ) ss.
COOK COUNTY         )

       I, Jane Spradling, a Notary Public, do hereby certify that on the 9th day
of April 1964, Eldon Sellers, personally appeared before me and, being first
duly sworn by me, cknowledged that he signed the forgoing document in the
capacity therein set forth and declared that the statements therein contained
are true.

       IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.

                                    /s/ Jane Spradling
                                    ------------------------------------
                                                           Notary Public
                                    My Commission Expires June 26, 1966

[SEAL]

                                        5


  Form BCA-5.10                STATEMENT OF CHANGE
   NFP-105.10                  OF REGISTERED AGENT
                             AND/OR REGISTERED OFFICE


1.     CORPORATE NAME:  PLAYBOY MODELS, INC.

2.     STATE OR COUNTRY OF INCORPORATION:  ILLINOIS

3.     Name and address of the registered agent and registered office as they
       appear on the records of the office of the Secretary of State (BEFORE
       CHANGE):
              Registered Agent  THE PRENTICE-HALL CORPORATION SYSTEM, INC.

                                FIRST NAME        MIDDLE NAME       LAST NAME
              Registered Agent  33 NORTH LASALLE ST.


                                NUMBER            STREET      SUITE NO. (A P.O.
              BOX ALONE IS NOT ACCEPTABLE)

                                CHICAGO, IL  60602                  COOK

                                CITY              ZIP CODE          COUNTY

4.     Name and address of the registered agent and registered office shall be
       (AFTER ALL CHANGES HEREIN REPORTED):

              Registered Agent  C T CORPORATION SYSTEM

                                FIRST NAME        MIDDLE NAME       LAST NAME

              Registered Agent  C/O C T CORPORATION SYSTEM, 208 S. LA SALLE
              STREET

                                NUMBER            STREET   SUITE NO. (A P.O. BOX
              ALONE IS NOT ACCEPTABLE)

                                CHICAGO        60604                COOK 016

                                CITY           ZIP CODE            COUNTY

5.     The address of the registered office and the address of the business
       office of the registered agent, as changed, will be identical.

6.     The above change was authorized by: ("X" ONE BOX ONLY)

       a.   /X/  By resolution duly adopted by the board of directors.  (NOTE 5)



       b.   / /  By action of the registered agent.                     (NOTE 6)


NOTE: When the registered agent changes, the signatures of both President and
Secretary are required.

7.     (IF AUTHORIZED BY THE BOARD OF DIRECTORS, SIGN HERE. SEE NOTE 5)

       The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.

Dated          MAY 20             1994                   PLAYBOY MODELS, INC.

                                                     (EXACT NAME OF CORPORATION)

attested by   /s/ Irma Villarreal                by      /s/ HOWARD SHAPIRO
           --------------------------                    -----------------------

(SIGNATURE OF SECRETARY OR                            (SIGNATURE OF PRESIDENT OR
  ASSISTANT SECRETARY)                                    VICE PRESIDENT)

 IRMA VILLARREAL, SECRETARY                       HOWARD SHAPIRO, VICE PRESIDENT

(TYPE OR PRINT NAME AND TITLE)                    (TYPE OR PRINT NAME AND TITLE)

(IF CHANGE OF REGISTERED OFFICE BY REGISTERED AGENT, SIGN HERE. SEE NOTE 6)

The undersigned, under penalties of perjury, affirms that the facts stated
herein are true.

Dated   1994

                                       (SIGNATURE OF REGISTERED AGENT OF RECORD)
(ILL.-581-5/14/91)

                                        2

EX-3.68

                                                                    Exhibit 3.68

                              PLAYBOY MODELS, INC.

                                     -o-O-o-
                                   B Y L A W S
                                     -o-O-o-

                                    ARTICLE I

                                     OFFICES

     SECTION 1.    The principal office shall be in the City of Chicago, County
of Cook, State of Illinois.

     SECTION 2.    The Corporation may also have offices at such other places
both within and without the State of Illinois as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1.    Meetings of the stockholders for the election of directors
shall be held at such place, either within or without the State of Illinois, as
may be fixed from time to time, by the Board of Directors, and as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

     SECTION 2.    Annual meetings of stockholders, commencing with the year
1990, shall be held on the second Friday of November, if not a legal holiday,
and if a legal holiday, then the next secular day following, at which meetings
they shall elect by a plurality vote a Board of Directors, and transact such
other business as may



properly be brought before the meeting.

     SECTION 3.    The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stock-holder, for any
purpose germane to the meeting, who may be present.

     SECTION 4.    Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     SECTION 5.    Whenever stockholders are required or permitted



to take any action at a meeting, a written notice of the meeting shall be given,
which notice shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. The written notice of any meeting shall be given to each stockholder
entitled to vote at any such meeting not less than ten nor more than sixty days
before the date of the meeting. If mailed, notice is given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his address
as it appears on the records of the Corporation.

     SECTION 6.    Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     SECTION 7.    The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as other-wise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
trans-

                                       -2-


acted which might have been transacted at the meeting as originally notified.

                                       -3-


     SECTION 8.    When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question. Each nominee for
director, in order to be elected at a meeting, must receive the vote of the
holders of a majority of the stock having power to vote in the election of the
Board of Directors and present in person or represented by proxy at such
meeting.

     SECTION 9.    Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof; except where the transfer books of
the Corporation have been closed or a date has been fixed as a record date for
the determination of its stockholders entitled to vote, no share of stock shall
be voted on at any election for directors which has been transferred on the
books of the Corporation within twenty days next preceding such election for
directors.

                                       -4-



                                       -5-


     SECTION 10.   Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Illinois, its principal place of business,
or to an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1.    The number of directors which shall constitute the whole
Board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution

                                       -6-


duly adopted by the Board of Directors. The directors shall be elected at the
annual meeting of the stockholders, except as provided in Section 2. of this
Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.

     SECTION 2.    Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.

     SECTION 3.    The business of the Corporation shall be managed by its Board
of Directors which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

     SECTION 4.    Unless otherwise provided by the Certificate of Incorporation
or by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares then entitled to vote at
an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

     SECTION 5.    The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without

                                       -7-


the State of Illinois.

     SECTION 6.    The first meeting of each newly elected Board of Directors
shall be held without other notice than this Bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

                                       -8-


     SECTION 7.    Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

     SECTION 8.    Special meetings of the Board may be called by the President
on twenty-four hours' notice to each director, either personally, by telegram or
by facsimile, or on five days' notice by mail; special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of two directors.

     SECTION 9.    At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third of the total number of authorized directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation.

     If a quorum shall not be present at any meeting of the Board of Directors
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     SECTION 10.   Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if prior to such

                                       -9-


action a written consent thereto is signed by all members of the Board or of
such committee as the case may be, and such written consent is filed with the
minutes of proceeding of the Board or committee.

     SECTION 11.   Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

     SECTION 12.   The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

     SECTION 13.   Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when

                                      -10-


required.

                            COMPENSATION OF DIRECTORS

     SECTION 14.   The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for
attending committee meetings.

                                   ARTICLE IV

                                     NOTICES

     SECTION 1.    Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     SECTION 2.    Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     SECTION 1.    The officers of the Corporation shall be chosen

                                      -11-


by the Board of Directors and shall be a President, a Vice President, a
Secretary and a Treasurer. The Board of Directors may also choose additional
Vice Presidents, and one or more Assistant Secretaries and Assistant Treasurers.
Two or more offices may be held by the same person.

     SECTION 2.    The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, a Vice President, a Secretary
and a Treasurer, and may choose one or more additional Vice Presidents and one
or more Assistant Secretaries and Assistant Treasurers.

     SECTION 3.    The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

     SECTION 4.    The Board of Directors shall be responsible for establishing
the compensation and employee benefit policies and programs of the Corporation.

     SECTION 5.    The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

                                      -12-


     SECTION 7.    The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall have the general powers and
duties of management usually vested in the chief executive officer of
corporations.

                               THE VICE PRESIDENTS

     SECTION 8.    In the election of officers, the Board of Directors may
designate one of the Vice Presidents as an Executive Vice President and one or
more of the Vice Presidents as a Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

             (a)   The Executive Vice President, if any;

             (b)   The Senior Vice  Presidents,  if any, in the order
     designated by the Board of Directors or, in the absence of any designation,
     then in the order of their election;

             (c)   All other Vice Presidents in the order designated by the
     Board of Directors or, in the absence of any designation, then in the order
     of their election.

                                      -13-


     Each Vice President when performing the duties of the President shall have
all the powers of and be subject to all the restrictions upon the President.
Each Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the Corporation and shall perform such other duties
as may be assigned to him from time to time by the President or by the Board of
Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     SECTION 9.    The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

     SECTION 10.   The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the

                                      -14-


Board of Directors, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     SECTION 11.   The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     SECTION 12.   He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     SECTION 13.   If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

                                      -15-


     SECTION 14.   The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

     SECTION 1.    Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
President or Vice President, and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
Corporation.

     SECTION 2.    The signatures on any stock certificate of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though

                                      -16-


the person or persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had not ceased to be
such officer or officers of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     SECTION 3.    The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

     SECTION 4.    Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction

                                      -17-


upon its books.

                     CLOSING OF TRANSFER BOOKS; RECORD DATE

     SECTION 5.    The Board of Directors may fix in advance a date, not
exceeding sixty days or less than ten days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of such dividend, or to any
such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case such stockholders and only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise

                                      -18-


such rights, or to give such consent, as the case may be notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.

                             REGISTERED STOCKHOLDERS

     SECTION 6.    The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Illinois.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     SECTION 1.    Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation.

     SECTION 2.    Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their

                                      -19-


absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the directors shall
think conducive to the interest of the Corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.

                                     CHECKS

     SECTION 3.    All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

     SECTION 4.    The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

     SECTION 5.    The corporate seal shall be circular in form with the name
"PLAYBOY MODELS, INC." at top, "Illinois" at the bottom and the words "Corporate
Seal" in the center. Pursuant to the Illinois Business Corporation Act, the
Corporation may use such seal by causing it or a facsimile thereof to be
impressed or affixed, or reproduced, or otherwise, and which corporate seal may
be altered at pleasure.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     SECTION 6.

             (a)   RIGHT TO INDEMNIFICATION. Each person who was or

                                      -20-


     is made a party or is threatened to be made a party to or is involved in
     any action, suit or proceeding, whether civil, criminal, administrative or
     investigative (hereinafter a "proceeding"), by reason of the fact that he
     or she, or a person of whom he or she is the legal representative, is or
     was a director or officer of the Corporation or is or was serving at the
     request of the Corporation as a director, officer, employee or agent of
     another corporation or of a partnership, joint venture, trust or other
     enterprise, including service with respect to employee benefit plans,
     whether the basis of such proceeding is alleged action in an official
     capacity as a director, officer, employee or agent or in any other capacity
     while serving as a director, officer, employee or agent, shall be
     indemnified and held harmless by the Corporation to the fullest extent
     authorized by the Illinois Business Corporation Act, as the same exists or
     may hereafter be amended (but, in the case of any such amendment, only to
     the extent that such amendment permits the Corporation to provide broader
     indemnification rights than said law permitted the Corporation to provide
     prior to such amendment) against all expense, liability and loss (including
     attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
     amounts paid to be paid in settlement) reasonably incurred or suffered by
     such person in connection therewith and such indemnification shall continue
     as to a

                                      -21-


     person who has ceased to be a director, officer, employee or agent and
     shall inure to the benefit of his or her heirs, executors and
     administrators; provided, however, that except as provided in Paragraph (b)
     hereof, the Corporation shall indemnify any such person seeking
     indemnification in connection with a proceeding (or part thereof) initiated
     by such person only if such proceeding (or part thereof) was authorized by
     the Board of Directors of the Corporation. The right to indemnification
     conferred in this section shall be a contract right and shall include the
     right to be paid by the Corporation the expenses incurred in defending any
     such proceeding in advance of its final disposition; provided, however,
     that if the Illinois Business Corporation Act requires, the payment of such
     expenses incurred by a director or officer in his or her capacity as a
     director or officer (and not in any other capacity in which service was or
     is rendered by such person while a director or officer including, without
     limitation, service to an employee benefit plan) in advance of the final
     disposition of a proceeding, shall be made only upon delivery to the
     Corporation of an undertaking, by or on behalf of such director or officer,
     to repay all amounts so advanced if it shall ultimately be determined that
     such director or officer is not entitled to be indemnified under this
     Section or otherwise.

             (b)   RIGHT OF CLAIMANT TO BRING SUIT. If a claim under

                                      -22-


     Paragraph (a) of this Section is not paid in full by the Corporation within
     ninety days after a written claim has been received by the Corporation, the
     claimant may at any time thereafter bring suit against the Corporation to
     recover the unpaid amount of the claim and, if successful in whole or in
     part, the claimant shall be entitled to be paid also the expense of
     prosecuting such claim. It shall be a defense to any such action (other
     than an action brought to enforce a claim for expenses incurred in
     defending any proceeding in advance of its final disposition where the
     required under-taking, if any is required, has been tendered to the
     Corporation) that the claimant has not met the standards of conduct which
     make it permissible under the Illinois Business Corporation Act for the
     Corporation to indemnify the claimant for the amount claimed, but the
     burden of proving such defense shall be on the Corporation. Neither the
     failure of the Corporation (including its Board of Directors, independent
     legal counsel, or its stockholders) to have made a determination prior to
     the commencement of such action that indemnification of the claimant is
     proper in the circumstances because he or she has met the applicable
     standard of conduct set forth in the Illinois Business Corporation Act, nor
     an actual determination by the Corporation (including its Board of
     Directors, independent legal counsel, or its stockholders) that the
     claimant has not

                                      -23-


     met such applicable standard of conduct, shall be a defense to the action
     or create a presumption that the claimant has not met the applicable
     standard of conduct.

             (c)   NON-EXCLUSIVITY OF RIGHTS. The right to indemnification
     and payment of expenses incurred in defending a proceeding in advance of
     its final disposition conferred in this section shall not be exclusive of
     any other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

             (d)   INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another corporation, partnership, joint venture, trust
     or other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person against
     such expense, liability or loss under the Illinois Business Corporation
     Act.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1.    These Bylaws may be altered or repealed at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board of Directors if notice of such
alteration or repeal be contained in

                                      -24-



the notice of such special meeting.

                                      -25-

EX-3.69

                                                                    Exhibit 3.69

                          CERTIFICATE OF INCORPORATION

                                       OF

                               PLAY-KEY LAND, INC.

                                    o-o-o-o-o

     FIRST. The name of the corporation is PLAY-KEY LAND, INC.

     SECOND. Its principal office in the State of Delaware is located at No. 100
West Tenth Street, in the City of Wilmington 99, County of New Castle. The name
and address of its resident agent is The Corporation Trust Company, No. 100 West
Tenth Street, Wilmington 99, Delaware.

     THIRD. The nature of the business, or objects or purposes to be transacted,
promoted or carried on are:

     To establish, build, purchase, lease, acquire, own, hold, maintain,
improve, use, manage and operate and to franchise others to operate supper
clubs, restaurants and eating places of all kinds; to manufacture, purchase,
acquire, own, hold, use, deal in, sell and dispose of foods, beverages,
intoxicating liquors, condiments, confections, provisions, tobacco, tobacco
products and food products of all kinds and any articles, materials,
ingredients, products, machinery, equipment and property related or incidental
thereto or suitable, necessary or convenient in connection therewith; and to
build, purchase, lease, acquire, own, hold, maintain, improve, use, manage and
operate offices, stores, store-houses, commissaries, buildings, structures,
works and properties used for or in connection with any business of the
corporation.



     To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of every class and
description.

     To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assure the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.

     To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect to the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, chosen in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges, of ownership, including the right to execute
consents and vote thereon, and to do any and all

                                        2


acts and things necessary or advisable for the preservation, protection,
improvement and enhancement in value thereof.

     To enter into, make and perform contracts of every kind and description
with any person, firm, association, corporation, municipality, county, state,
body politic or government or colony or dependency thereof.

     To borrow or raise moneys for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds
or other obligations of the corporation for its corporate purposes.

     To loan to any person, firm or corporation any of its surplus funds, either
with or without security.

     To purchase, hold, sell and transfer the shares of its own capital stock;
provided it shall not use its funds or property for the purchase of its own
shares of capital stock when such use would cause any impairment of its capital
except as otherwise permitted by law, and provided further that shares of its
own capital stock belonging to it shall not be voted upon directly or
indirectly.

                                        3


     To have one or more offices, to carry on all or any of its operations and
business and without restriction or limit as to amount to purchase or otherwise
acquire, hold, own, mortgage, sell, convey or otherwise dispose of, real and
personal property of every class and description in any of the states,
districts, territories or colonies of the United States, and in any and all
foreign countries, subject to the laws of such state, district, territory,
colony or country.

     In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of
Delaware upon corporations formed under the General Corporation Law of the State
of Delaware, and to do any or all of the things hereinbefore set forth to the
same extent as natural persons might or could do.

     The objects and purposes specified in the foregoing clauses shall, except
where otherwise expressed, be in nowise limited or restricted by reference to,
or inference from, the terms of any other clause in this certificate of
incorporation, but the objects and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent objects and purposes.

     FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is fifty thousand (50,000) and the par value of each of
such shares is One Dollar ($1.00) amounting in the aggregate to Fifty Thousand
Dollars ($50,000.00).

     At all elections of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the
election of

                                        4


directors with respect to his shares of stock multiplied by the number of
directors to be elected, and he may cast all of such votes for a single director
or may distribute them among the number to be voted for, or for any two or more
of them as he may see fit, which right when exercised, shall be termed
cumulative voting.

     FIFTH. The minimum amount of capital with which the corporation will
commence business is One Thousand Dollars ($1,000.00).

     SIXTH. The names and places of residence of the incorporators are as
follows:

     NAMES                           RESIDENCES
     -----                           ----------
     B. A. Pennington                Wilmington, Delaware
     S. H. Livesay                   Wilmington, Delaware
     A. D. Grier                     Wilmington, Delaware

     SEVENTH. The corporation is to have perpetual existence.

     EIGHTH. The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.

     NINTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

                                        5


     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     By resolution passed by a majority of the whole board, to designate one or
more committees, each committee to consist of two or more of the directors of
the corporation which, to the extent provided in the resolution or in the
by-laws of the corporation, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be stated in the by-laws of the corporation or as may be determined from
time to time by resolution adopted by the board of directors.

     When and as authorized by the affirmative vote of the holders of a majority
of the stock issued and outstanding having voting power given at a stockholders'
meeting duly called for that purpose, or when authorized by the written consent
of the holders of a majority of the voting stock issued and outstanding, to
sell, lease or exchange all of the property and assets of the corporation,
including its good will and its corporate franchises, upon such terms and
conditions and for such consideration, which may be in whole or in part shares
of stock in, and/or other securities of, any other corporation or corporations,
as its board of directors shall deem expedient and for the best interests of the
corporation.

     TENTH. In the absence of fraud, no contract or other transaction between
this corporation and any other corporation or any partnership or association
shall be

                                        6


affected or invalidated by the fact that any director or officer of this
corporation is pecuniarily or otherwise interested in or is a director, member
or officer of such other corporation or of such firm, association or partnership
or is a party to or is pecuniarily or otherwise interested in such contract or
other transaction or in any way connected with any person or persons, firm,
association, partnership or corporation pecuniarily or otherwise interested
therein; any director may be counted in determining the existence of a quorum at
any meeting of the board of directors of this corporation for the purpose of
authorizing any such contract or transaction with like force and effect as if he
were not so interested, or were not a director, member or officer of such other
corporation, firm, association or partnership.

     ELEVENTH. The corporation shall indemnify any and all of its directors or
officers or former directors or officers or any person who may have served at
its request as a director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a party,
by reason of being or having been directors or officers or a director or officer
of the corporation, or of such other corporation, except in relation to matters
as to which any such director or officer or former director or officer or person
shall be adjudged in such action, suit or proceeding to be liable for negligence
or misconduct in the performance of duty. Such indemnification shall not be
deemed exclusive of any other rights to which those indemnified may be entitled,
under any by-law, agreement, vote of stockholders, or otherwise.

                                        7


     TWELFTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code, or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors, and/or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

     THIRTEENTH. Meetings of stockholders may be held outside the State of
Delaware, if the by-laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the

                                        8


by-laws of the corporation. Elections of directors need not be by ballot unless
the by-laws of the corporation shall so provide.

     FOURTEENTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that the facts herein stated are true, and accordingly have hereunto
set our hands and seals this 29th day of November, A.D. 19063.

                                            /s/ B. A. Pennington        (SEAL)
                                            ----------------------------

                                            /s/ S. H. Livesay           (SEAL)
                                            ----------------------------

                                            /s/ A. D. Grier             (SEAL)
                                            ----------------------------

                                        9


STATE OF DELAWARE        )
                         ) ss:
COUNTY OF NEW CASTLE     )

     BE IT REMEMBERED that on this 29th day of November, A.D. 1963, personally
came before me, a Notary Public for the State of Delaware, B. A. Pennington,
S.H. Livesay and A. D. Grier, all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledged the
said certificate to be the act and deed of the signers respectively and that the
facts therein stated are truly set forth.

     GIVEN under my hand and seal of office the day and year aforesaid.

                                              /s/ Howard K. Webb
                                            ----------------------------
                                                           Notary Public

                                            [SEAL]



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                    o-o-o-o-o

     PLAY-KEY LAND, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY.

     FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the board, adopted
resolutions proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:

     RESOLVED, that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "First" so that, as amended,
said Article shall be and read as follows:

          "FIRST. The name of the corporation is PLAYBOY PROPERTIES,
     INC."

          FURTHER RESOLVED, that the Certificate of Incorporation of
     this corporation be amended by changing the Article thereof
     numbered "Fourth" so that, as amended, said Article shall be and
     read as follows:

          "FOURTH. The total number of shares of stock which the
     corporation shall have authority to issue is two hundred fifty
     thousand (250,000) and the par value of each of such shares is
     One Dollar ($1.00) amounting in the aggregate to Two Hundred
     Fifty Thousand Dollars ($250,000.00).

          "At all elections of directors of the corporation, each
     stockholder shall be entitled to as many votes as shall equal the
     number of votes which (except for such provision as to cumulative
     voting) he would be entitled to



     cast for the election of directors with respect to his shares of
     stock multiplied by the number of directors to be elected, and he
     may cast all of such votes for a single director or may
     distribute them among the number to be voted for, or for any two
     or more of them as he may see fit, which right when exercised,
     shall be termed cumulative voting."

     SECOND: That the said amendment has been consented to and authorized by the
holders of all the issued and outstanding stock, entitled to vote, by a written
consent given in accordance with the provisions of section 228 of The General
Corporation Law of Delaware, and filed with the corporation.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of The General Corporation Law of
Delaware.

     FOURTH: That said amendment does not effect any change in the issued shares
of said corporation.

     IN WITNESS WHEREOF, said PLAY-KEY LAND, INC. has caused its corporate seal
to be hereunto affixed and this certificate to be signed by ELDON SELLERS, its
Vice-President and ROBERT S. PREUSS, its Secretary, this 23rd day of December,
1964.


                                            PLAY-KEY LAND, INC..


                                            By: /s/ Eldon Sellers
                                                --------------------------------
                                                                       President

                                            By: /s/ Robert S. Preuss
                                                --------------------------------
                                                                       Secretary

                                        2


STATE OF ILLINOIS   )
                    ) SS:
COUNTY of COOK      )

     BE IT REMEMBERED that on this 23rd day of December, A.D. 1964, personally
came before me LESTER REINWALD, a Notary Public in and for the County and State
aforesaid, ELDON SELLERS, Vice-president of PLAY-KEY LAND, INC., a corporation
of the State of Delaware, the corporation described in and which executed the
foregoing certificate, known to me personally to be such, and he, the said ELDON
SELLERS, as such Vice-President, duly executed said certificate before me and
acknowledged the said certificate to be his act and deed and the act and deed of
said corporation; that the signatures of the said President and of the Secretary
of said corporation to said foregoing certificate are in the handwriting of the
said President and Secretary of said corporation respectively, and that the seal
affixed to said certificate is the common or corporate seal of said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year foresaid.

                                                     /s/ Lester Reinwald
                                                     ---------------------------
                                                                   Notary Public

[SEAL]



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                      * * *

     PLAYBOY PROPERTIES, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY.

     FIRST: That the Board of' Directors of said corporation, at a meeting duly
held, adopted a resolution proposing and declaring advisable the following
amendment to the Certificate of Incorporation of said corporation:

          RESOLVED, that the Certificate of Incorporation of this
     corporation be amended by changing the Article thereof numbered
     "FOURTH" so that, as amended, said Article shall be and read as
     follows:

          "FOURTH: The total number of shares of stock which the
     corporation shall have authority to issue is fifty thousand
     (50,000) and the par value of each of such shares is One Dollar
     ($1.00) amounting in the aggregate to Fifty Thousand Dollars
     ($50,000.00)."

     SECOND: That the said amendment has been consented to and authorized by the
holders of all the issued and outstanding stock, entitled to vote, by a written
consent given in accordance with the provisions of section 228 of The General
Corporation Law of Delaware and filed with the corporation.

     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of The General Corporation Law of
Delaware.



     FOURTH: That the capital of said corporation will not be reduced under or
by reason of said amendment.

     IN WITNESS WHEREOF, said PLAYBOY PROPERTIES, INC., has caused its corporate
seal to be hereunto affixed and this certificate to be signed by G.L. Hefner,
its Vice-President, and R.S. Preuss, its Secretary, this 14th day of December,
1965.


                                                     PLAYBOY PROPERTIES, INC..


                                                     By: /s/ G. L. Hefner
                                                         -----------------------
                                                                  Vice-President

                                                     By: /s/ R. S. Preuss
                                                         -----------------------
                                                                       Secretary

                                        2


STATE OF ILLINOIS   )
                    ) SS:
COUNTY of COOK      )

     BE IT REMEMBERED that on this 14th day of December, A.D. 1965, personally
came before me Marjorie Pitner, a Notary Public in and for the County and State
aforesaid, G. L. Hefner, Vice-President of PLAYBOY PROPERTIES, INC., a
corporation of the State of Delaware, the corporation described in and which
executed the foregoing certificate, known to me personally to be such, and he,
the said G. L. Hefner, as such Vice-President, duly executed said certificate
before me and acknowledged the said certificate to be his act and deed and the
act and deed of said corporation; that the signatures of the Vice-President and
of the Secretary of said corporation to said foregoing certificate are in the
handwriting of the said Vice-President and Secretary of said corporation
respectively, and that the seal affixed to said certificate is the common or
corporate seal of said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.

                                              /s/ Marjorie Pitner
                                              ----------------------------------
                                                                   Notary Public

                                                                          [seal]



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                            PLAYBOY PROPERTIES, INC.

     PLAYBOY PROPERTIES, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY.

     FIRST: That the Board of Directors of said corporation, by written
unanimous consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:

          RESOLVED, that the Certificate of Incorporation of PLAYBOY
     PROPERTIES, INC., be amended by changing the Article thereof
     numbered "FOURTH" so that, as amended, said Article shall be and
     read as follows:

          "FOURTH: The total number of shares which the corporation
     shall have authority to issue is fifteen thousand (15,000) and
     the par value of each of such shares is One Hundred ($100.00)
     Dollars amounting in the aggregate to one million five hundred
     thousand, ($1,500,000.00) Dollars."

     Upon this amendment becoming effective, the 15,000 shares of the par value
of $1.00 each, constituting all of the issued and outstanding shares of the
corporation shall be changed into 150 shares of the par value of $100.00 each
share.

     SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of Section 228 of The General Corporation Law of Delaware.



     THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of The General Corporation Law of
Delaware.

     FOURTH: That the capital of said corporation will not be reduced under or
by reason of said amendment.

     IN WITNESS WHEREOF, said PLAYBOY PROPERTIES, INC., has caused its corporate
seal to be hereunto affixed and this certificate to be signed by Robert S.
Preuss, its President and attested by Lance Hooper, its Assistant Secretary,
this 26th day of June, 1969.

                                                PLAYBOY PROPERTIES, INC.

                                                By: /s/ R. S. Preuss
                                                    ---------------------
                                                        President

ATTEST:

By:  /s/ Lance Hooper
    ----------------------
     Assistant Secretary

                                        2


STATE OF ILLINOIS    )
                     ) SS:
COUNTY of COOK       )

     BE IT REMEMBERED that on this 26th day of June, 1969, personally came
before me, a Notary Public in and for the County and State aforesaid, Robert S.
Preuss, President of PLAYBOY PROPERTIES, INC., a corporation of the State of
Delaware, and he duly executed said certificate before me and acknowledged the
said certificate to be his act and deed and the act and deed of said corporation
and the facts stated therein are true; and that the seal affixed to said
certificate is the common or corporate seal of said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year foresaid.

                                                   /s/ E. Leonard Rubin
                                                   -----------------------------
                                                                   Notary Public

[SEAL]



             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

                             AND OF REGISTERED AGENT

     It is hereby certified that:

     1.   The name of the corporation (hereinafter called the "corporation") is
PLAYBOY PROPERTIES, INC.

     2.   The registered office of the corporation within the State of Delaware
is hereby changed to 229 South State Street, City of Dover 19901, County of
Kent.

     3.   The registered agent of the corporation within the State of Delaware
is hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.

     4.   The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors. Signed on February 18, 1977.

                                              /s/ William H. Klein
                                             -----------------------------------
                                             William H. Klein, Vice-President

  /s/ Howard Shapiro
- -------------------------------
Howard Shapiro, Asst. Secretary



8403050086

Certificate

For Renewal and Revival of Charter


PLAYBOY PROPERTIES, INC., a corporation organized under the laws of Delaware,
the certificate of incorporation of which was filed in the office of the
Secretary of State on the 29th day of November 1963, and recorded in the office
of the Recorder of Deeds for Castle County, in Certificate of Incorporation
Record S, Vol. 81, Page 170, on the 29th day of November 1963, the charter of
which was voided for non-payment of taxes, now desires to procure a restoration,
renewal and revival of its charter, and hereby certifies as follows:

     1.   The name of this corporation is PLAYBOY PROPERTIES, INC.

     2.   Its registered in the State of Delaware is located at 229 South State
Street, City of Dover, County of Kent, and the name and address of its
registered agent is The Prentice-Hall Corporation System, Inc.

     3.   The date when the restoration, renewal and revival of the charter of
this company is to commence is the 29th day of February, 1984, same being prior
to the date of the expiration of the charter. This renewal and revival of the
charter of this corporation is to be perpetual.

     4.   This corporation was duly organized and carried on the business
authorized by its charter until the 1st day of March A.D. 1984, at which time
its charter became inoperative and void for non-payment of taxes and this
certificate for renewal



and revival is filed by authority of the duly elected directors of the
corporation in accordance with the laws of the State of Delaware.

     IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312
of the General Corporation Law of the State of Delaware, as amended, providing
for the renewal, extension and restoration of charters, Howard Shapiro, the last
and acting Vice-President, and Dale C. Gordon, the last and acting Secretary of
PLAYBOY PROPERTIES, INC., have hereunto set their hands to this certificate this
25th day of October, 1984.

                                                    /s/ Howard Shapiro
                                                  ---------------------------
                                                  LAST AND ACTING VICE PRESIDENT

                                          ATTEST:   /s/ Dale C. Gordon
                                                  ---------------------------
                                                  LAST AND ACTING SECRETARY

                                        2


                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

     Playboy Properties, Inc. a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present registered office of the corporation is in the county of Kent.

     The Board of Directors of Playboy Properties, Inc. adopted the following
resolution on the 20th day of May, 1994.

     Resolved, that the registered office of Playboy Properties, Inc. in the
state of Delaware be and it hereby is changed to Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle, and the
authorization of the present register agent of this corporation be and the same
is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby
constituted and appointed the registered agent of this corporation at the
address of its registered office.

     IN WITNESS WHEREOF, Playboy Properties, Inc. has caused this statement to
be signed by Howard Shapiro, its Vice President, and attested by Irma
Villarreal, its Secretary this 20th day of May 1994.

                                                By  /s/ Howard Shapiro
                                                  ------------------------------
                                                  Howard Shapiro, Vice President



ATTEST:

By:  /s/ Irma Villarreal
   ----------------------------
     Irma Villarreal, Secretary

(DEL. - 264 - 5/14/90)

                                        2

EX-3.70

                                                                    Exhibit 3.70

                            PLAYBOY PROPERTIES, INC.

                                     -o-O-o-

                                   BY L A W S

                                     -o-O-o-

                                    ARTICLE I

                                     OFFICES

     SECTION 1.     The principal office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

     SECTION 2.     The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require. ARTICLE
II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1.     Meetings of the stockholders for the election of directors
shall be held at such place, either within or without the State of Delaware, as
may be fixed from time to time, by the Board of Directors, and as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

     SECTION 2.     Annual meetings of stockholders, commencing with the year
1990, shall be held on the second Friday of November, if not a legal holiday,
and if a legal holiday, then the next secular day following, at which meetings
they shall elect by a



plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.

     SECTION 3.     The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

     SECTION 4.     Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     SECTION 5.     Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the

                                        2


 place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty days before the
date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the corporation.

     SECTION 6.     Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     SECTION 7.     The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

     SECTION 8.     When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which

                                        3


case such express provision shall govern and control the decision of such
question. Each nominee for director, in order to be elected at a meeting, must
receive the vote of the holders of a majority of the stock having power to vote
in the election of the Board of Directors and present in person or represented
by proxy at such meeting.

     SECTION 9.     Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof; except where the transfer books of
the Corporation have been closed or a date has been fixed as a record date for
the determination of its stockholders entitled to vote, no share of stock shall
be voted on at any election for directors which has been transferred on the
books of the Corporation within twenty days next preceding such election for
directors.

     SECTION 10.    Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or to an officer or agent of the Corporation having custody of the book in which
proceedings of

                                        4


meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1.     The number of directors which shall constitute the whole
Board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall he elected at the annual meeting of the
stockholders, except as provided in Section 2. of this Article, and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

     SECTION 2.     Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.

     SECTION 3.     The business of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

                                        5


     SECTION 4.     Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

     SECTION 5.     The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     SECTION 6.     The first meeting of each newly elected Board of Directors
shall be held without other notice than this Bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

     SECTION 7.     Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

     SECTION 8.     Special meetings of the Board may be called by the President
on twenty-four hours' notice to each director, either personally, by telegram or
by facsimile, or on five days' notice by mail; special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of two directors.

     SECTION 9.     At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third of the total number of authorized directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation.

                                        6


     If a quorum shall not be present at any meeting of the Board of Directors
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     SECTION 10.    Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceeding of the Board or
committee.

     SECTION 11.    Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

     SECTION 12.    The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Such committee

                                        7


or committees shall have such name or names as may be determined from time to
time by resolution adopted by the Board of Directors.

     SECTION 13.    Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

     SECTION 14.    The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                               ARTICLE IV NOTICES

     SECTION 1.     Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     SECTION 2.     Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                               ARTICLE V OFFICERS

     SECTION 1.     The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. The

                                        8


Board of Directors may also choose additional Vice Presidents, and one or more
Assistant Secretaries and Assistant Treasurers. Two or more offices may be held
by the same person.

     SECTION 2.     The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, a Vice President, a
Secretary and a Treasurer, and may choose one or more additional Vice Presidents
and one or more Assistant Secretaries and Assistant Treasurers.

     SECTION 3.     The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

     SECTION 4.     The Board of Directors shall be responsible for establishing
the compensation and employee benefit policies and programs of the Corporation.

     SECTION 5.     The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

     SECTION 6.     The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried

                                        9


into effect and shall have the general powers and duties of management usually
vested in the chief executive officer of corporations.

                               THE VICE PRESIDENTS

     SECTION 7.     In the election of officers, the Board of Directors may
designate one of the Vice Presidents as an Executive Vice President and one or
more of the Vice Presidents as a Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

             (a)    The Executive Vice President, if any;

             (b)    The Senior Vice Presidents, if any, in the order designated
     by the Board of Directors or, in the absence of any designation, then in
     the order of their election;

             (c)    All other Vice Presidents in the order designated by the
     Board of Directors or, in the absence of any designation, then in the order
     of their election.

     Each Vice President when performing the duties of the President shall have
all the powers of and be subject to all the restrictions upon the President.
Each Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the Corporation and shall perform such other duties
as may be assigned to him from time to time by the President or by the Board of
Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     SECTION 8.     The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the

                                       10


Corporation and of the Board of Directors in a book to be kept for the purpose
and shall perform like duties for the standing committees when required. He
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President, under whose
supervision he shall be. He shall have custody of the corporate seal of the
Corporation and he, or an Assistant Secretary, shall have authority to affix the
same to any instrument requiring it and when so affixed, it may be attested by
his signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.

     SECTION 9.     The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     SECTION 10.    The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     SECTION 11.    He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall

                                       11


render to the President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Corporation.

     SECTION 12.    If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

     SECTION 13.    The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                        ARTICLE VI CERTIFICATES OF STOCK

     SECTION 1.     Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
President or Vice President, and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
Corporation.

     SECTION 2.     The signatures on any stock certificate of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or

                                       12


signatures have been used on, any such certificate or certificates shall cease
to be such officer or officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates have been
delivered by the Corporation, such certificate or certificates may nevertheless
be adopted by the Corporation and be issued and delivered as though the person
or persons who signed such certificate or certificates or whose facsimile
signature or signatures have been used thereon had not ceased to be such officer
or officers of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     SECTION 3.     The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

     SECTION 4.     Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to

                                       13


issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

                     CLOSING OF TRANSFER BOOKS; RECORD DATE

     SECTION 5.     The Board of Directors may fix in advance a date, not
exceeding sixty days or less than ten days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of such dividend, or to any
such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case such stockholders and only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, or
to give such consent, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as
aforesaid.

                                       14


                             REGISTERED STOCKHOLDERS

     SECTION 6.     The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     SECTION 1.     Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation.

     SECTION 2.     Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                       15


                                     CHECKS

     SECTION 3.     All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

     SECTION 4.     The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

     SECTION 5.     The corporate seal shall be circular in form with the name
"PLAYBOY PROPERTIES, INC. " at top, "Delaware" at the bottom and the words
"Corporate Seal" in the center. Pursuant to the General Corporation Law of
Delaware, the Corporation may use such seal by causing it or a facsimile thereof
to be impressed or affixed, or reproduced, or otherwise, and which corporate
seal may be altered at pleasure.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     SECTION 6.

             (a)    RIGHT TO INDEMNIFICATION. Each person who was or is made a
     party or is threatened to be made a party to or is involved in any action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative (hereinafter a "proceeding"), by reason of the fact that he
     or she, or a person of whom he or she is the legal representative, is or
     was a director or officer of the Corporation or is or was serving at the
     request of the Corporation as a director, officer, employee or agent of
     another corporation or of a partnership, joint venture, trust or other
     enterprise, including service with respect to employee benefit plans,
     whether the basis of such proceeding is alleged action in an official
     capacity as a director,

                                       16


     officer, employee or agent or in any other capacity while serving as a
     director, officer, employee or agent, shall be indemnified and held
     harmless by the Corporation to the fullest extent authorized by the
     Delaware General Corporation Law, as the same exists or may hereafter be
     amended (but, in the case of any such amendment, only to the extent that
     such amendment permits the Corporation to provide broader indemnification
     rights than said law permitted the Corporation to provide prior to such
     amendment) against all expense, liability and loss (including attorneys'
     fees, judgments, fines, ERISA excise taxes or penalties and amounts paid to
     be paid in settlement) reasonably incurred or suffered by such person in
     connection therewith and such indemnification shall continue as to a person
     who has ceased to be a director, officer, employee or agent and shall inure
     to the benefit of his or her heirs, executors and administrators; provided,
     however, that except as provided in Paragraph (b) hereof, the Corporation
     shall indemnify any such person seeking indemnification in connection with
     a proceeding (or part thereof) initiated by such person only if such
     proceeding (or part thereof) was authorized by the Board of Directors of
     the Corporation. The right to indemnification conferred in this section
     shall be a contract right and shall include the right to be paid by the
     Corporation the expenses incurred in defending any such proceeding in
     advance of its final disposition; provided, however, that if the Delaware
     General Corporation Law requires, the payment of such expenses incurred by
     a director or officer in his or her capacity as a director or officer (and
     not in any other capacity in which service was or is rendered by such
     person while a director or officer including, without limitation, service
     to an employee benefit

                                       17


     plan) in advance of the final disposition of a proceeding, shall be made
     only upon delivery to the Corporation of an undertaking, by or on behalf of
     such director or officer, to repay all amounts so advanced if it shall
     ultimately be determined that such director or officer is not entitled to
     be indemnified under this Section or otherwise.

             (b)    RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Paragraph
     (a) of this Section is not paid in full by the Corporation within ninety
     days after a written claim has been received by the Corporation, the
     claimant may at any time thereafter bring suit against the Corporation to
     recover the unpaid amount of the claim and, if successful in whole or in
     part, the claimant shall be entitled to be paid also the expense of
     prosecuting such claim. It shall be a defense to any such action (other
     than an action brought to enforce a claim for expenses incurred in
     defending any proceeding in advance of its final disposition where the
     required undertaking, if any is required, has been tendered to the
     Corporation) that the claimant has not met the standards of conduct which
     make it permissible under the Delaware General Corporation Law for the
     Corporation to indemnify the claimant for the amount claimed, but the
     burden of proving such defense shall be on the Corporation. Neither the
     failure of the Corporation (including its Board of Directors, independent
     legal counsel, or its stockholders) to have made a determination prior to
     the commencement of such action that indemnification of the claimant is
     proper in the circumstances because he or she has met the applicable
     standard of conduct set forth in the Delaware General Corporation Law, nor
     an actual determination by the Corporation (including its Board of

                                       18


     Directors, independent legal counsel, or its stockholders) that the
     claimant has not met such applicable standard of conduct, shall be a
     defense to the action or create a presumption that the claimant has not met
     the applicable standard of conduct.

             (c)    NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
     payment of expenses incurred in defending proceeding in advance of its
     final disposition conferred in this section shall not be exclusive of any
     other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

             (d)    INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another corporation, partnership, joint venture, trust
     or other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person against
     such expense, liability or loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1.     These Bylaws may be altered or repealed at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board of Directors if notice of such
alteration or repeal be contained in the notice of such special meeting.

                                       19

EX-3.71

                                                                    Exhibit 3.71

                          CERTIFICATE OF INCORPORATION

                                       OF

                     SIERRA RIDING & HUNT ASSOCIATION, INC.

                                    * * * * *

     FIRST. The name of the corporation is SIERRA RIDING & HUNT ASSOCIATION,
INC.

     SECOND. The address of its registered office in the State of Delaware is
No. 100 West Tenth Street, In the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.

     THIRD. The nature of the business or purposes to be conducted or promoted
is:

     To buy, acquire, lease and otherwise deal in, lands and interests in lands;
to construct, erect, hold, improve, develop, maintain, operate, let, lease,
mortgage, sell, and dispose of property of all kinds; to equip, furnish, and
operate, apartment houses, hotels, resorts, motels, restaurants; office
buildings, shopping centers, warehouses, buildings, and structures of all kinds.

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     To acquire, and pay for in cash, stock or, bonds of this corporation or
otherwise, the good will, rights, assets and property, and, to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign



country, patent rights, licenses and privileges, inventions, improvements and
processes, copyrights, trade-marks and trade names, relating to or useful in
connection with any business of this corporation.

     To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.

     To borrow or raise moneys for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory note, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or

                                        2


otherwise dispose of such bonds or other obligations of the corporation for its
corporate purposes.

     To purchase, receive, take by grant, gift, devise, bequest or otherwise,
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.

     In general, to possess and exercise all the powers, and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this certificate of incorporation together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the corporation.

     The business and purposes specified in the foregoing, clauses shall, except
where otherwise expressed, be in nowise limited or restricted by reference to,
or inference from, the terms of any other clause in this certificate of
incorporation, but the business and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent business and purposes.

     FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is five hundred (500) and the par value of each of such
shares is One Hundred Dollars ($100.00) amounting in the aggregate to Fifty
Thousand Dollars ($50,000.00).

     FIFTH. The name and mailing address of each incorporator is as follows:

                                        3


              NAME                           MAILING ADDRESS
              ----                           ---------------
     J. L. Rivera                          100 West Tenth Street
                                           Wilmington, Delaware

     F. J. Obara, Jr.                      100 West Tenth Street
                                           Wilmington, Delaware

     A. D. Grier                           100 West Tenth Street
                                           Wilmington, Delaware

     SIXTH. The corporation is to have perpetual existence.

     SEVENTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized: To make, alter or
repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation. To set apart out of any of the funds of
the corporation available for dividends a reserve or reserves for any proper
purpose and to abolish any such reserve in the manner in which it was created.

     By a majority of the whole board, to designate one or more committees, each
committee to consist of two or more of the directors of the corporation. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. Any such committee, to the extent provided in the resolution or in
the by-laws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; provided, however, the by-laws may provide that in
the absence or disqualification of any member of such committee or

                                        4


committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member.

     When and as authorized by the affirmative vote of the holders of a majority
of the stock issued and outstanding having voting power given at a stockholders'
meeting duly called upon such notice as is required by statute, or when
authorized by the written consent of the holders of a majority of the voting
stock issued and outstanding, to sell, lease or exchange all or substantially
all of the property and assets of the corporation, including its good will and
its corporate franchises, upon such terms and conditions and for such
consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as its board of directors shall deem expedient and for the best
interests of the corporation.

     EIGHTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the

                                        5


stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, to binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

     NINTH. Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections or directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.

     TENTH. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying

                                        6


that this is our act and deed and the facts herein stated are true, and
accordingly have hereunto set our hands this 7th day of October, 1968.

                                                 /s/ J. L. Rivera
                                                 -------------------------------

                                                 /s/ F. J. Obara, Jr.
                                                 -------------------------------

                                                 /s/ A. D. Grier
                                                 -------------------------------

STATE OF DELAWARE          )
                           ) ss:
COUNTY OF NEW CASTLE       )

     BE IT REMEMBERED that on this 7th day of October, 1968, personally came
before me, a Notary Public for the State of Delaware, J. L. Rivera, F. J. Obara,
Jr. and A. D. Grier all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledged the
said certificate to be the act and deed of the signers respectively and that the
facts stated therein are true.

     GIVEN under my hand and seal of office the day and year aforesaid.

                                                       /s/ A. Dana Atwell
                                                 -------------------------------
                                                         Notary Public

                                                             [SEAL]

                                        7


             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

                             AND OF REGISTERED AGENT

     It is hereby certified that:

     1.   The name of the corporation (hereinafter called the "corporation") is
SIERRA RIDING & HUNT ASSOCIATION, INC.

     2.   The registered office of the corporation within the State of Delaware
is hereby changed to 229 South State Street, City of Dover 19901, County of
Kent.

     3.   The registered agent of the corporation within the State of Delaware
is hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.

     4.   The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on February 18, 1977.

                                                /s/ William H. Klein
                                                --------------------------------
                                                William H. Klein, Vice-President


Attest:


/s/ Howard Shapiro
- -------------------------------
Howard Shapiro, Asst.-Secretary



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                     SIERRA RIDING & HUNT ASSOCIATION, INC.

     SIERRA RIDING & HUNT ASSOCIATION, INC., a Delaware corporation (the
"Corporation"), pursuant to Section 242 of the General Corporation Law of the
State of Delaware, hereby certifies that:

     FIRST: On May 8, 1990, the Board of Directors of the Corporation adopted
the following resolution setting forth and recommending a proposed amendment to
the Certificate of Incorporation of the Corporation:

          RESOLVED, that the Board of Directors deems it advisable,
     and the Board hereby recommends, that the Certificate of
     Incorporation of the Corporation be amended by amending Article
     1. and by deleting Article 2., 3. and 10. and inserting in lieu
     thereof new Articles 2., 3. and 10. and by adding a new Article
     11. and 12., which Articles shall read in their entirety as
     follows:

          "1. FIRST. The name of the corporation is Playboy Shows,
     Inc.

          2. SECOND. The address, including the number, street, city
     and county, of the registered office of the corporation in the
     State of Delaware is 32 Loockerman Square, Suite L-100, City of
     Dover, County of Kent; and the name of the registered agent of
     the Corporation in the State of Delaware at such address is The
     Prentice-Hall Corporation System, Inc.

          3. THIRD. The purpose of the corporation is to engage in any
     lawful act or activity for which corporations may be organized
     under the Delaware General Corporation Law.

          10. TENTH. The Corporation shall, to the fullest extent
     permitted by Section 145 of the General Corporation Law of the
     State of Delaware, as the same may be amended and supplemented,
     indemnify any



     and all persons whom it shall have power to indemnify under said
     section from and against any and all of the expenses, liabilities
     or other matters referred to in or covered by said section, and
     the indemnification provided for herein shall not be deemed
     exclusive of any other rights to which those indemnified may be
     entitled under any Bylaw, agreement, vote of stockholders or
     disinterested directors or otherwise, both as to action in his
     official capacity and as to action in another capacity while
     holding such office, and shall continue as to a person who has
     ceased to be director, officer, employee or agent and shall inure
     to the benefit of the heirs, executors and administrators of such
     a person.

          11. ELEVENTH. A director of the corporation shall not be
     personally liable to the corporation or its stockholders for
     monetary damages for breach of fiduciary duty as a director,
     except for liability (i) for any breach of the director's duty of
     loyalty to the corporation or its stockholders, (ii) for acts or
     omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) under Section 174
     of the Delaware General Corporation Law, or (iv) for any
     transaction from which the director derived an improper personal
     benefit. If the Delaware General Corporation Law is amended after
     approval by the stockholders of this article to authorize
     corporation action further eliminating or limiting the personal
     liability of directors, then the liability of a director of the
     corporation shall be eliminated or limited to the fullest extent
     permitted by the Delaware General Corporation Law, as so amended.

          Any repeal or modification of the foregoing paragraph by the
     stockholders of the corporation shall not adversely affect any
     right or protection of a director of the corporation existing at
     the time of such repeal or modification.

          12. TWELFTH. From time to time any of the provisions of this
     Certificate of Incorporation may be amended, altered or repealed,
     and other provisions authorized by the laws of the State of
     Delaware at the time in force may be added or inserted in the
     manner and at the time prescribed by said laws, and all rights at
     any time conferred upon the stockholders of the Corporation by
     this Certificate of Incorporation are granted subject to the
     provisions of this Article TWELFTH."

     SECOND: Thereafter the foregoing proposed amendment was approved by the
written consent of the sole stockholder of the Corporation pursuant to Section
228 of the General Corporation Law of the State of Delaware.

                                        2


     THIRD: The foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, SIERRA RIDING & HUNT ASSOCIATION, INC. has caused this
Certificate of Amendment to be duly executed this 8th day of May, 1990.

                                          SIERRA RIDING & HUNT ASSOCIATION, INC.
                                          (a Delaware corporation)


                                          By /s/ Howard Shapiro
                                           -------------------------------------
                                                         Howard Shapiro
                                                    Executive Vice President

ATTEST:

/s/ Dale C. Gordon
- -----------------------------
         Dale C. Gordon
            Secretary

                                        3


                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

     Playboy Shows, Inc. a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present registered office of the corporation is in the county of Kent.

     The Board of Directors of Playboy Shows, Inc. adopted the following
resolution on the 20th day of May, 1994.

     Resolved, that the registered office of Playboy Shows, Inc. in the state of
Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present register agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.



     IN WITNESS WHEREOF, Playboy Shows, Inc. has caused this statement to be
signed by Howard Shapiro, its Vice President, and attested by Irma Villarreal,
its Secretary this 20th day of May, 1994.

                                              By /s/ Howard Shapiro
                                                -------------------------------
                                                 Howard Shapiro, Vice President

ATTEST:

By /s/ Irma Villarreal
   ----------------------------
   Irma Villarreal, Secretary

                                        2

EX-3.72

                                                                    Exhibit 3.72

                               PLAYBOY SHOWS, INC.

                                    * * * * *

                                   B Y L A W S

                                    * * * * *

                                    ARTICLE I

                                     OFFICES

              SECTION 1. The principal office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

              SECTION 2. The Corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

              SECTION 1. Meetings of the stockholders for the election of
directors shall be held at such place, either within or without the State of
Delaware, as may be fixed from time to time, by the Board of Directors, and as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

              SECTION 2. Annual meetings of stockholders shall be held on the
first Friday of November, if not a legal holiday, and if a legal holiday, then
the next secular



day following, at which meetings they shall elect by a plurality vote a Board of
Directors, and transact such other business as may properly be brought before
the meeting.

              SECTION 3. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

              SECTION 4. Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

              SECTION 5. Whenever stockholders are required or permitted to take
any action at a meeting, a written notice of the meeting shall be given, which
notice shall state

                                        2


the place, date and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. The written notice of
any meeting shall be given to each stockholder entitled to vote at any such
meeting not less than ten nor more than sixty days before the date of the
meeting. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the Corporation.

              SECTION 6. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

              SECTION 7. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

              SECTION 8. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required

                                        3


in which case such express provision shall govern and control the decision of
such question. Each nominee for director, in order to be elected at a meeting,
must receive the vote of the holders of a majority of the stock having power to
vote in the election of the Board of Directors and present in person or
represented by proxy at such meeting.

              SECTION 9. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
capital stock having voting power held by such stockholder, but no proxy shall
be valid unless it provides that it may only be voted on at a specific meeting
of stockholders or any adjournment or adjournments thereof; except where the
transfer books of the Corporation have been closed or a date has been fixed as a
record date for the determination of its stockholders entitled to vote, no share
of stock shall be voted on at any election for directors which has been
transferred on the books of the Corporation within twenty days next preceding
such election for directors.

              SECTION 10. Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or to an officer or agent of the Corporation having custody of the book

                                        4


in which proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

              SECTION 1. The number of directors which shall constitute the
whole Board shall be such number, not less than one nor more than four, as may
be determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2. of this Article, and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

              SECTION 2. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and shall qualify, unless sooner displaced.

              SECTION 3. The business of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

              SECTION 4. Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without

                                        5


cause, by the holders of a majority of shares then entitled to vote at an
election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

              SECTION 5. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

              SECTION 6. The first meeting of each newly elected Board of
Directors shall be held without other notice than this Bylaw, immediately after,
and at the same-place, as the annual meeting of stockholders.

              SECTION 7. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

              SECTION 8. Special meetings of the Board may be called by the
President on twenty-four hours' notice to each director, either personally, by
telegram or by facsimile, or on five days' notice by mail; special meetings
shall be called by the President or Secretary in like manner and on like notice
on the written request of two directors.

              SECTION 9. At all meetings of the Board, a majority of the number
of directors who have been elected and are then serving in such capacity, but in
no event less than one-third of the total number of authorized directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation.

                                        6


              If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

              SECTION 10. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceeding of the Board or
committee.

              SECTION 11. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

              SECTION 12. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

                                        7


              SECTION 13. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

              SECTION 14. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

              SECTION 1. Notice to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the Corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

              SECTION 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

              SECTION 1. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. The

                                        8


Board of Directors may also choose additional Vice Presidents, and one or more
Assistant Secretaries and Assistant Treasurers. Two or more offices may be held
by the same person.

              SECTION 2. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, a Vice President, a
Secretary and a Treasurer, and may choose one or more additional Vice Presidents
and one or more Assistant Secretaries and Assistant Treasurers.

              SECTION 3. The Board of Directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

              SECTION 4. The Board of Directors shall be responsible for
establishing the compensation and employee benefit policies and programs of the
Corporation.

              SECTION 5. The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

              SECTION 6. The President shall be the chief executive officer of
the Corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall have the general powers and
duties of management usually vested in the chief executive officer of
corporations.

                                        9


                               THE VICE PRESIDENTS

              SECTION 7. In the election of officers, the Board of Directors may
designate one of the Vice Presidents as an Executive Vice President and one or
more of the Vice Presidents as a Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

                     (a)    The Executive Vice President, if any;

                     (b)    The Senior Vice Presidents, if any, in the order
designated by the Board of Directors or, in the absence of any designation, then
in the order of their election;

                     (c)    All other Vice Presidents in the order designated by
the Board of Directors or, in the absence of any designation, then in the order
of their election.

              Each Vice President when performing the duties of the President
shall have all the powers of and be subject to all the restrictions upon the
President. Each Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation and shall perform such
other duties as may be assigned to him from time to time by the President or by
the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

              SECTION 8. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required. He

                                       10


shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President, under whose
supervision he shall be. He shall have custody of the corporate seal of the
Corporation and he, or an Assistant Secretary, shall have authority to affix the
same to any instrument requiring it and when so affixed, it may be attested by
his signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.

              SECTION 9. The Assistant Secretary, or if there be more than one,
the Assistant Secretaries in the order determined by the Board of Directors,
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

              SECTION 10. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

              SECTION 11. He shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

                                       11


              SECTION 12. If required by the Board of Directors, he shall give
the Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

              SECTION 13. The Assistant Treasurer, or if there shall be more
than one, the Assistant Treasurers in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

              SECTION 1. Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the Corporation by,
the President or Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
corporation.

              SECTION 2. The signatures on any stock certificate of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation, such

                                       12


certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

              SECTION 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                             TRANSFERS OF STOCK

              SECTION 4. Upon surrender to the Corporation or the transfer agent
of the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                                       13


                     CLOSING OF TRANSFER BOOKS; RECORD DATE

              SECTION 5. The Board of Directors may fix in advance a date, not
exceeding sixty days or less than ten days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of such dividend, or to any
such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case such stockholders and only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, or
to give such consent, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as
aforesaid.

                             REGISTERED STOCKHOLDERS

              SECTION 6. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on

                                       14


its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware.

                                   ARTICLE VII

                          GENERAL PROVISIONS DIVIDENDS

              SECTION 1. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of capital
stock, subject to the provisions of the Certificate of Incorporation.

              SECTION 2. Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum, or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

              SECTION 3. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

              SECTION 4. The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                       15


                                      SEAL

              SECTION 5. The corporate seal shall be circular in form with the
name "PLAYBOY SHOWS, INC." at top, "Delaware" at the bottom and the words
"Corporate Seal" in the center. Pursuant to the General Corporation Law of
Delaware, the Corporation may use such seal by causing it or a facsimile thereof
to be impressed or, affixed, or reproduced, or otherwise, and which corporate
seal may be altered at pleasure.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

              SECTION 6.

                     (a)    RIGHT TO INDEMNIFICATION. Each person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director or officer of the Corporation or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the Delaware General Corporation Law, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment) against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid to be
paid in

                                       16


settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that except
as provided in Paragraph (b) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise.

                     (b)    RIGHT OF CLAIMANT TO BRING SUIT. If a claim under
Paragraph (a) of this Section is not paid in full by the Corporation within
ninety days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of

                                       17


prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

                     (c)    NON-EXCLUSIVITY OF RIGHTS. The right to
indemnification and payment of expenses incurred in defending a proceeding in
advance of its final disposition conferred in this section shall not be
exclusive of any other right which any person may have or hereafter acquired
under any statute, provision of the Certificate of Incorporation, Bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

                     (d)    INSURANCE. The Corporation may maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent
of the Corporation

                                       18


or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability, or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

              SECTION 1. These Bylaws may be altered or repealed at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board of Directors if notice of such
alteration or repeal be contained in the notice of such special meeting.

                                       19

EX-3.73

                                                                    Exhibit 3.73

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 STEELTON, INC.

                                      *****

       FIRST.        The name of the corporation is

                                 STEELTON, INC.

       SECOND.       The address of its registered office In the State of
Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.

       THIRD.        The nature of the business or purposes to be conducted or
promoted is:

       To buy, acquire, lease and otherwise deal in, lands and interests in
lands; to construct, erect, hold, improve, develop, maintain, operate, let,
lease, mortgage, sell, and dispose of property of all kinds; to equip, furnish,
and operate, apartment houses, hotels, motels, restaurants, office buildings,
shopping centers, warehouses, buildings, and structures of all kinds.

       To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

       To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.



       To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.

       To acquire by purchase, subscription or othherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in-value
thereof.

       To borrow or raise moneys for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promisory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge,

                                        2


conveyance or assignment in trust of the whole or any part of the property of
the corporation, whether at the time owned or thereafter acquired, and to sell,
pledge or otherwise dispose of such bonds or other obligations of the
corporation for its corporate purposes.

       To purchase, receive, take by grant, gift, devise, bequest or otherwise,
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.

       In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this certificate of incorporation together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the corporation.

       The business and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this
certificate of incorporation, but the business and purposes specified in each or
the foregoing clauses of this article shall be regarded as independent business
and purposes.

       FOURTH.       The total number of shares of stock which the corporation
shall have authority to issue is one thousand (1,000) shares of stock, all of
which shares shall be without par value.

       FIFTH.        The name and mailing address of each incorporator is as
follows:

                                        3


              NAME                        MAILING ADDRESS
              ----                        ---------------
              B. J. Consono               100 West Tenth Street
                                          Wilmington, Delaware
              F. J. Obara, Jr.            100 West Tenth Street
                                          Wilmington, Delaware
              A. D. Grier                 100 West Tenth Street
                                          Wilmington, Delaware

       SIXTH.        The corporation is to have perpetual existence.

       SEVENTH.      In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:

       To make, alter or repeal the by-laws of the corporation.

       To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.

       To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

       By a majority of the whole board, to designate one or more committees,
each committee to consist of two or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. Any such committee, to the extent provided in the resolution or
in the by-laws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; provided, however, the by-laws may provide that in
the absence or disqualification of any member of such committee or committees,
the member or members thereof present at any meeting and not disqualified

                                        4


from voting, whether or not he or they constitute a quorum, may unanimously
appoint another member of the board of directors to act at the meeting in the
place of any such absent or disqualified member.

       When and as authorized by the affirmative vote of the holders of a
majority of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called upon such notice as is required by statute, or
when authorized by the written consent of the holders of a majority of the
voting stock issued and outstanding, to sell, lease or exchange all or
substantially all of the property and assets of the corporation, including its
good will and its corporate franchises, upon such terms and conditions and for
such consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as its board of directors shall deem expedient and for the best
interests of the corporation.

       EIGHT.        Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation on of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
or this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be

                                        5


summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.

       NINTH.        Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the board of directors or in the by-laws of the corporation. Elections of
directors need not be by written ballot unless the by-laws of the corporation
shall so provide.

       TENTH.        The corporation raserves the right to amend, alter, change
or repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

                                        6


WE, THE UNDERSIGNED, being each of the incorporators hereinbfore named for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is our act and deed and the facts herein stated are true, and
accordingly have hereunto set our hands this 5th day of February, 1968.

                                               /s/ B. J. Consono
                                               -------------------------
                                               B. J. Consono

                                               /s/ F. J. Obara, Jr.
                                               -------------------------
                                               F. J. Obara, Jr.

                                               /s/ A. d. Grier
                                               -------------------------
                                               A. D. Grier

STATE OF DELAWARE       )
                        )     ss:
COUNTY OF NEW CASTLE    )

       BE IT REMEMBERED that on this 5th day of February, 1968, personally came
before me, a Notary Public for the State of Delaware, B.J. Consono, F. J. Obara,
Jr. and A.D. Grier, all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledged the
said certificate to be the act and deed of the signers respectively and that the
facts stated therein are true.

       GIVEN under my hand and seal of office the day and year aforesaid.

                                                /s/ A. Dana Atwell
                                         -------------------------------
                                         Notary Public

                                         [SEAL]

                                        7


             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

                             AND OF REGISTERED AGENT

       It is hereby certified that:

       1.     The name of the corporation (hereinafter called the "corporation")
is STEELTON, INC.

       2.     The registered office of the corporation within the State of
Delaware is hereby changed to 229 South State Street, City of Dover 19901,
County of Kent.

       3.     The registered agent of the corporation within the State of
Delaware is hereby changed to The Prentice-Hall Corporation System, Inc., the
business office of which is identical with the registered office of the
corporation as hereby changed.

       4.     The corporation has authorized the changes hereinbefore set forth
by resolution of its Board of Directors.


Signed on February 18, 1977.

                                                     /s/ William H. Klein
                                                --------------------------------
                                                William H. Klein, Vice President


Attest:

    /s/ Howard Shapiro
- -------------------------------
Howard Shapiro, Asst. Secretary

                                        8



                   CERTIFICATE OF CHANGE OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT

       Steelton, Inc. a corporation organized and existing under the General
Corporation Law of the State of Delaware, DOES HEREBY CERTIFY THAT:

       The present registered agent of the corporation is The Prentice-Hall
Corporation Systems, Inc., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present [?registered office of?] the corporation is in the county of Kent.

       The Board of Directors of Steelton, Inc. adopted the following resolution
on the ___ day of May, 1994.

       Resolved, that the registered office of Steelton, Inc. in the state of
Delaware be and hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of tire present register agent of this company be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, be and is hereby constituted and
appointed the registered agent of this corporation at the address of its
registered office.

       IN WITNESS WHEREOF, Steelton, Inc. has caused this statement to be signed
by Howard Shapiro, its Vice President, and attested by Irma Villarreal, his
Secretary this 20th day of May, 1994.

                                           By:      /s/ Howard Shapiro
                                               ---------------------------------
                                                Howard Shapiro,Vice President

ATTEST:


By: /s/ Irma Villarreal
   -------------------------------
   Irma Villarreal, Secretary

                                        9

EX-3.74

                                                                    Exhibit 3.74


                                 STEELTON, INC.

                                     -o-O-o-

                                   B Y L A W S

                                     -o-O-o-

                                    ARTICLE I

                                     OFFICES

              Section 1.1   The principal office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

              Section 1.2   The Corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

              Section 2.1   Meetings of the stockholders for the election of
directors shall be held at such place, either within or without the State of
Delaware, as may be fixed from time to time, by the Board of Directors, and as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

              Section 2.2   Annual meetings of stockholders, commencing with the
year 1990, shall be held on the second Friday of November, if not a legal
holiday, and if a legal holiday, then the next secular day following, at which
meetings they shall elect by a



plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.

              Section 2.3   The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten days before every election
of directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

              Section 2.4   Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President and shall be called
by the President or Secretary at the request in writing of a majority of the
Board of Directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

              Section 2.5   Whenever stockholders are required or permitted to
take any action at a meeting, a written notice of the meeting shall be given,
which notice shall

                                        2


state the place, date and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. The written
notice of any meeting shall be given to each stockholder entitled to vote at any
such meeting not less than ten nor more than sixty days before the date of the
meeting. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the Corporation.

              Section 2.6   Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

              Section 2.7   The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

              Section 2.8   When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required

                                        3


in which case such express provision shall govern and control the decision of
such question. Each nominee for director, in order to be elected at a meeting,
must receive the vote of the holders of a majority of the stock having power to
vote in the election of the Board of Directors and present in person or
represented by proxy at such meeting.

              Section 2.9   Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
capital stock having voting power held by such stockholder, but no proxy shall
be valid unless it provides that it may only be voted on at a specific meeting
of stockholders or any adjournment or adjournments thereof; except where the
transfer books of the Corporation have been closed or a date has been fixed as a
record date for the determination of its stockholders entitled to vote, no share
of stock shall be voted on at any election for directors which has been
transferred on the books of the Corporation within twenty days next preceding
such election for directors.

              Section 2.10  Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or to an officer or agent of the Corporation having custody of the book

                                        4


in which proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

              Section 3.1   The number of directors which shall constitute the
whole Board shall be such number, not less than one nor more than four, as may
be determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2. of this Article, and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

              Section 3.2   Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and shall qualify, unless sooner displaced.

              Section 3.3   The business of the Corporation shall be managed by
its Board of Directors which may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these Bylaws directed or required to be exercised or done
by the stockholders.

                                        5


              Section 3.4   Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

              Section 3.5   The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

              Section 3.6   The first meeting of each newly elected Board of
Directors shall be held without other notice than this Bylaw, immediately after,
and at the same place, as the annual meeting of stockholders.

              Section 3.7   Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time be
determined by the Board.

              Section 3.8   Special meetings of the Board may be called by the
President on twenty-four hours' notice to each director, either personally, by
telegram or by facsimile, or on five days' notice by mail; special meetings
shall be called by the President or Secretary in like manner and on like notice
on the written request of two directors.

              Section 3.9   At all meetings of the Board, a majority of the
number of directors who have been elected and are then serving in such capacity,
but in no event less than one-third of the total number of authorized directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any

                                        6


meeting at which there is a quorum shall be the act of the Board of Directors,
except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation.

              If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

              Section 3.10  Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceeding of the Board or
committee.

              Section 3.11  Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

              Section 3.12  The Board of Directors may, by resolution passed by
a majority of the whole Board, designate one or more committees, each committee
to consist of two or more of the directors of the Corporation, which, to the
extent provided in the resolution and permitted by law, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation and

                                        7


may authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

              Section 3.13  Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

              Section 3.14  The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

              Section 4.1   Notice to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the Corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

              Section 4.2   Whenever any notice is required to be given under
the provisions of the statutes or of the Certificate of Incorporation or of
these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                        8


                                    ARTICLE V

                                    OFFICERS

              Section 5.1   The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President, a Vice President, a Secretary
and a Treasurer. The Board of Directors may also choose additional Vice
Presidents, and one or more Assistant Secretaries and Assistant Treasurers. Two
or more offices may be held by the same person.

              Section 5.2   The Board of Directors at its first meeting after
each annual meeting of stockholders shall choose a President, a Vice President,
a Secretary and a Treasurer, and may choose one or more additional Vice
Presidents and one or more Assistant Secretaries and Assistant Treasurers.

              Section 5.3   The Board of Directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

              Section 5.4   The Board of Directors shall be responsible for
establishing the compensation and employee benefit policies and programs of the
Corporation.

              Section 5.5   The officers of the Corporation shall hold office
until their successors are chosen and qualified. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the Corporation shall be filled by the Board of Directors.

                                        9


                                  THE PRESIDENT

              Section 5.6   The President shall be the chief executive officer
of the Corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall have the general powers and
duties of management usually vested in the chief executive officer of
corporations.

                               THE VICE PRESIDENTS

              Section 5.7   In the election of officers, the Board of Directors
may designate one of the Vice Presidents as an Executive Vice President and one
or more of the Vice Presidents as a Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

                     (a)    The Executive Vice President, if any;

                     (b)    The Senior Vice Presidents, if any, in the order
designated by the Board of Directors or, in the absence of any designation, then
in the order of their election;

                     (c)    All other Vice Presidents in the order designated by
the Board of Directors or, in the absence of any designation, then in the order
of their election.

              Each Vice President when performing the duties of the President
shall have all the powers of and be subject to all the restrictions upon the
President. Each Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of

                                       10


the Corporation and shall perform such other duties as may be assigned to him
from time to time by the President or by the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

              Section 5.8   The Secretary shall attend all meetings of the Board
of Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

              Section 5.9   The Assistant Secretary, or if there be more than
one, the Assistant Secretaries in the order determined by the Board of
Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

              Section 5.10  The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and

                                       11


disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

              Section 5.11  He shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

              Section 5.12  If required by the Board of Directors, he shall give
the Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

              Section 5.13  The Assistant Treasurer, or if there shall be more
than one, the Assistant Treasurers in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

              Section 6.1   Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the Corporation by,
the President or

                                       12


Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, certifying the number of shares
represented by such certificate owned by him in the Corporation.

              Section 6.2   The signatures on any stock certificate of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

              Section 6.3   The Board of Directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may

                                       13


be made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

              Section 6.4   Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

                     CLOSING OF TRANSFER BOOKS; RECORD DATE

              Section 6.5   The Board of Directors may fix in advance a date,
not exceeding sixty days or less than ten days preceding the date of any meeting
of stockholders, or the date for the payment of any dividend, or the date for
the allotment of rights, or the date when any change or conversion or exchange
of capital stock shall go into effect, or a date in connection with obtaining
such consent, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting, and any adjournment
thereof, or entitled to receive payment of such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting, and
any adjournment thereof, or entitled to receive payment of such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case such stockholders and only such stockholders as shall be

                                       14


stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be; notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.

                             REGISTERED STOCKHOLDERS

              The Corporation shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

              Section 7.1   Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of capital
stock, subject to the provisions of the Certificate of Incorporation.

              Section 7.2   Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the

                                       15


directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

              Section 7.3   All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

              Section 7.4   The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

              Section 7.5   The corporate seal shall be circular in form with
the name "STEELTON, INC." at top, "Delaware" at the bottom and the words
"Corporate Seal" in the center. Pursuant to the General Corporation Law of
Delaware, the Corporation may use such seal by causing it or a facsimile thereof
to be impressed or affixed, or reproduced, or otherwise, and which corporate
seal may be altered at pleasure.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

              Section 7.6

                     (a)    RIGHT TO INDEMNIFICATION. Each person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director or officer of the Corporation or is or was serving

                                       16


at the request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment) against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except as provided in
Paragraph (b) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred in
this section shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in

                                       17


which service was or is rendered by such person while a director or officer
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made only upon delivery to
the Corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise.

                     (b)    RIGHT OF CLAIMANT TO BRING SUIT. If a claim under
Paragraph (a) of this Section is not paid in full by the Corporation within
ninety days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its

                                       18


stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

                     (c)    NON-EXCLUSIVITY OF RIGHTS. The right to
indemnification and payment of expenses incurred in defending a proceeding in
advance of its final disposition conferred in this section shall not be
exclusive of any other right which any person may have or hereafter acquired
under any statute, provision of the Certificate of Incorporation, Bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.

                     (d)    INSURANCE. The Corporation may maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

              Section 8.1   These Bylaws may be altered or repealed at any
regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration or repeal be contained in the notice of such special meeting.

                                       19

EX-3.75

                                                                    Exhibit 3.75


                        CERTIFICATE OF INCORPORATION
                                     OF
                       PLAYBOY VIDEO ENTERPRISES, INC.




     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

     FIRST. The name of the corporation (hereinafter called the "Corporation")
is Playboy Video Enterprises, Inc.

     SECOND. The address, including street, number, city, and county, of the
registered office of the Corporation in the State of Delaware is 32 Loockerman
Square, Suite L-100, City of Dover, County of Kent; and the name of the
registered agent of the Corporation in the State of Delaware at such address is
The Prentice-Hall Corporation System, Inc.

     THIRD. The nature of the business and the purposes to be conducted and
promoted by the Corporation, which shall be in addition to the authority of the
Corporation to conduct any lawful business, to promote any lawful purpose, and
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware, are as follows:

          To distribute, purchase, receive, take by grant, gift,
     devise, bequest or otherwise, lease, or otherwise acquire, own,
     hold, improve, employ, use and otherwise deal in and with real or
     personal property, including video programming, or any interest
     therein, wherever situated, and to sell, convey, lease, exchange,
     transfer or otherwise dispose of, or mortgage or pledge, all or
     any of its property and assets, or any interest therein, wherever
     situated.

          To engage generally in the real estate business as
     principal, agent, broker, and in any lawful capacity, and
     generally to take, lease, purchase, or otherwise acquire, and to
     own, use, hold, sell, convey, exchange, lease, mortgage, work,
     clear, improve, develop, divide, and otherwise handle, manage,
     operate, deal in and dispose of real estate, real property,
     lands, multiple-dwelling structures, houses, buildings and other
     works and any interest or right therein; to take, lease, purchase
     or otherwise acquire, and to own, use, hold, sell, convey,
     exchange, hire, lease, pledge, mortgage, and otherwise handle,
     and deal in and dispose of, as principal, agent broker, and in
     any lawful capacity, such personal property, chattels, chattels
     real, rights, easements, privileges, choses in action, notes,
     bonds, mortgages, and securities as may lawfully be acquired,
     held, or disposed of; and to acquire, purchase, sell, assign,
     transfer, dispose of, and



     generally deal in and with as principal, agent, broker, and in
     any lawful capacity, mortgages and other interests in real,
     personal, and mixed properties; to carry on a general
     construction, contracting, building, and realty management
     business as principal, agent, representative, contractor,
     subcontractor, and in any other lawful capacity.

          To carry on a general mercantile, industrial, investing, and
     trading business in all its branches; to devise, invent,
     manufacture, fabricate, assemble, install, service, maintain,
     alter, buy, sell, import, export, license as licensor or
     licensee, lease as lessor or lessee, distribute, job, enter into,
     negotiate, execute, acquire, and assign contracts in respect of,
     acquire, receive, grant, and assign licensing arrangements,
     options, franchises, and other rights in respect of, and
     generally deal in and with, at wholesale and retail, as
     principal, and as sales, business, special, or general agent,
     representative, broker, factor, merchant, distributor, jobber,
     advisor, and in any other lawful capacity, goods, wares,
     merchandise, commodities, and unimproved, improved, finished,
     processed, and other real, personal, and mixed property of any
     and all kinds, together with the components, resultants, and
     by-products thereof.

          To apply for, register, obtain, purchase, lease, take
     licenses in respect of or otherwise acquire, and to hold, own,
     use, operate, develop, enjoy, turn to account, grant licenses and
     immunities in respect of, manufacture under and to introduce,
     sell, assign, mortgage, pledge or otherwise dispose of, and, in
     any manner deal with and contract with reference to:

               (a) inventions, devices, formulae, processes and any
          improvements and modifications thereof;

               (b) letters patent, patent rights, patented processes,
          copyrights, designs, and similar rights, trademarks, trade
          names, trade symbols and other indications of origin and
          ownership granted by or recognized under the laws of the
          United States of America, the District of Columbia, any
          state or subdivision thereof, and any commonwealth,
          territory, possession, dependency, colony, possession,
          agency or instrumentality of the United States of America
          and of any foreign country, and all rights connected
          therewith or appertaining thereunto;

               (c) franchises, licenses, grants and concessions.

          To guarantee, purchase, take, receive, subscribe for, and
     otherwise acquire, own, hold, use, and otherwise employ, sell,
     lease, exchange, transfer, and otherwise dispose of, mortgage,
     lend, pledge, and otherwise deal in and with, securities (which
     term, for the purpose of this Article

                                   2


     THIRD, includes, without limitation of the generality thereof,
     any shares of stock, bonds, debentures, notes, mortgages, other
     obligations, and any certificates, receipts or other instruments
     representing rights to receive, purchase or subscribe for the
     same, or representing any other rights or interests therein or in
     any property or assets) of any persons, domestic and foreign
     firms, associations, and corporations, and by any government or
     agency or instrumentality thereof; to make payment therefor in
     any lawful manner; and, while owner of any such securities, to
     exercise any and all rights, powers and privileges in respect
     thereof, including the right to vote.

          To make, enter into, perform and carry out contracts of
     every kind and description with any person, firm, association,
     corporation or government or agency or instrumentality thereof.

          To acquire by purchase, exchange or otherwise, all, or any
     part of, or any interest in, the properties, assets, business and
     goodwill of any one or more persons, firms, associations or
     corporations heretofore or hereafter engaged in any business, for
     which a corporation may now or hereafter be organized under the
     laws of the State of Delaware; to pay for the same in cash,
     property or its own or other securities; to hold, operate,
     reorganize, liquidate, sell or in any manner dispose of the whole
     or any part thereof: and in connection therewith, to assume or
     guarantee performance of any liabilities, obligations or
     contracts of such persons, firms, associations or corporations,
     and to conduct the whole or any part of any business thus
     acquired.

          To lend money in furtherance of its corporate purposes and
     to invest and reinvest its funds from time to time to such
     extent, to such persons, firms, associations, corporations,
     governments or agencies or instrumentalities thereof, and on such
     terms and on such security, if any, as the Board of Directors of
     the Corporation may determine.

          To make contracts of guaranty and suretyship of all kinds
     and endorse or guarantee the payment of principal, interest or
     dividends upon, and to guarantee the performance of sinking fund
     or other obligations of, any securities, and to guarantee in any
     way permitted by law the performance of any of the contracts or
     other undertakings in which the Corporation may otherwise be or
     become interested, of any persons, firm, association,
     corporation, government or agency or instrumentality thereof, or
     of any other combination, organization or entity whatsoever.

          To borrow money without limit as to amount and at such rates
     of interest as it may determine; from time to time to issue and
     sell its own securities, including its shares of stock, notes,
     bonds, debentures, and other obligations, in such amounts, on
     such terms and conditions, for such purposes and for such prices,
     now or hereafter permitted by the laws of the State of Delaware
     and by this Certificate of Incorporation, as the Board of

                                   3


     Directors of the Corporation may determine; and to secure any of
     its obligations by mortgage, pledge or other encumbrance of all
     or any of its property, franchises and income.

          To be a promoter or manager of other corporations of any
     type or kind; and to participate with others in any corporation,
     partnership, limited partnership, joint venture, or other
     association of any kind, or in any transaction, undertaking or
     arrangement which the Corporation would have power to conduct by
     itself, whether or not such participation involves sharing or
     delegation of control with or to others.

          To draw, make, accept, endorse, discount, execute, and issue
     promissory notes, drafts, bills of exchange, warrants, bonds,
     debentures, and other negotiable or transferable instruments and
     evidences of indebtedness whether secured by mortgage or
     otherwise, as well as to secure the same by mortgage or
     otherwise, so far as may be permitted by the laws of the State of
     Delaware.

          To purchase, receive, take, reacquire or otherwise acquire,
     own and hold, sell, lend, exchange, reissue, transfer or
     otherwise dispose of, pledge, use, cancel, and otherwise deal in
     and with its own shares and its other securities from time to
     time to such an extent and in such manner and upon such terms as
     the Board of Directors of the Corporation shall determine;
     provided that the Corporation shall not use its funds or property
     for the purchase of its own shares of capital stock when its
     capital is impaired or when such use would cause any impairment
     of its capital, except to the extent permitted by law.

          To organize, as an incorporator, or cause to be organized
     under the laws of the State of Delaware, or of any other State of
     the United States of America, or of the District of Columbia, or
     of any commonwealth, territory, dependency, colony, possession,
     agency, or instrumentality of the United States of America, or of
     any foreign country, a corporation or corporations for the
     purpose of conducting and promoting any business or purpose for
     which corporations may be organized, and to dissolve, wind up,
     liquidate, merge or consolidate any such corporation or
     corporations or to cause the same to be dissolved, wound up,
     liquidated, merged or consolidated.

          To conduct its business, promote its purposes, and carry on
     its operations in any and all of its branches and maintain
     offices both within and without the State of Delaware, in any and
     all States of the Untied States of America, in the District of
     Columbia, and in any or all commonwealths, territories,
     dependencies, colonies, possessions, agencies, or
     instrumentalities of the United States of America and of foreign
     governments.

                                   4


          To promote and exercise all or any part of the foregoing
     purposes and powers in any and all parts of the world, and to
     conduct its business in all or any of its branches as principal,
     agent, broker, factor, contractor, and in any other lawful
     capacity, either alone or through or in conjunction with any
     corporations, associations, partnerships, firms, trustees,
     syndicates, individuals, organizations, and other entities in any
     part of the world, and, in conducting its business and promoting
     any of its purposes, to maintain offices, branches and agencies
     in any part of the world, to make and perform any contracts and
     to do any acts and things, and to carry on any business, and to
     exercise any powers and privileges suitable, convenient, or
     proper for the conduct, promotion, and attainment of any of the
     business and purposes herein specified or which at any time may
     be incidental thereto or may appear conducive to or expedient for
     the accomplishment of any of such business and purposes and which
     might be engaged in or carried on by a corporation incorporated
     or organized under the General Corporation Law of the State of
     Delaware, and to have and exercise all of the powers conferred by
     the laws of the State of Delaware upon corporations incorporated
     or organized under the General Corporation Law of the State of
     Delaware.

          The foregoing provisions of this Article THIRD shall be
     construed both as purposes and powers and each as an independent
     purpose and power. The foregoing enumeration of specific purposes
     and powers shall not be held to limit or restrict in any manner
     the purposes and powers of the Corporation, and the purposes and
     powers herein specified shall, except when otherwise provided in
     this Article THIRD, be in no way limited or restricted by
     reference to, or inference from, the terms of any provision of
     this or any other Article of this Certificate of Incorporation;
     provided, that the Corporation shall not conduct any business,
     promote any purpose, or exercise any power or privilege within or
     without the State of Delaware which, under the laws thereof, the
     Corporation may not lawfully conduct, promote, or exercise.

          FOURTH. The total number of shares of stock which the Corporation
shall have authority to issue is 1,000. The par value of each of such shares is
$1.00. All such shares are of one class and are shares of Common Stock.

          Each share of stock of the Corporation shall entitle the holder
thereof to a preemptive right, for a period of thirty days, to subscribe for,
purchase, or otherwise acquire any shares of stock of the same class of the
Corporation or any equity and/or voting shares of stock of any class of the
Corporation which the corporation proposes to issue or any rights or options
which the Corporation proposes to grant for the purchase of shares of stock of
the same class of the Corporation or of equity and/or voting shares of any class
of stock of the Corporation or for the purchase of any shares of stocks, bonds,
securities, or obligations of the corporation which are convertible into or
exchangeable for, or which carry any rights, to subscribe for, purchase, or
otherwise acquire shares of stock of the same class of the Corporation or equity
and/or voting shares of stock of any

                                        5


class of the corporation, whether now or hereafter authorized or created,
whether having unissued or treasure status, and whether the proposed issue,
reissue, transfers or grant is for cash, property, or any other lawful
consideration; and after the expiration of said thirty days, any and all of such
shares of stock, rights, options, bonds, securities or obligations of the
Corporation may be issued, reissued, transferred, or granted by the Board of
Directors, as the case may be, to such persons, firms, corporations and
associations, and for such lawful consideration, and on such terms, as the Board
of Directors in its discretion may determine. As used herein, the terms "equity
shares" and "voting shares" shall mean, respectively, shares of stock which
confer unlimited dividend rights and shares of stock which confer unlimited
voting rights in the election of one or more directors.

          FIFTH. The name and the mailing address of the incorporator are as
follows:

               Name                        Mailing Address
               ----                        ---------------
          Dale C. Gordon              680 North Lake Shore Drive
                                      Chicago, Illinois 60611

          SIXTH. The Corporation is to have perpetual existence.

          SEVENTH. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this corporation.

          EIGHTH. For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:

                                        6


          1.   The management of the business and the conduct of the
     affairs of the Corporation shall be vested in its Board of
     Directors. The number of directors which shall constitute the
     whole Board of Directors shall be fixed by, or in the manner
     provided in, the Bylaws. The phrase "whole Board" and the phrase
     "total number of directors" shall be deemed to have the same
     meaning, to wit, the total number of directors which the
     Corporation would have if there were no vacancies. No election of
     directors need be by written ballot.

          2.   After the original or other Bylaws of the Corporation
     have been adopted, amended, or repealed, as the case may be, in
     accordance with the provisions of Section 109 of the General
     Corporation Law of the State of Delaware, and, after the
     Corporation has received any payment for any of its stock, the
     power to adopt, amend, or repeal the Bylaws of the Corporation
     may be exercised by the Board of Directors of the Corporation;
     provided, however, that any provision for the classification of
     directors of the Corporation for staggered terms pursuant to the
     provisions of subsection (d) of Section 141 of the General
     Corporation Law of the State of Delaware shall be set forth in an
     initial Bylaw or in a Bylaw adopted by the stockholders entitled
     to vote of the Corporation unless provisions for such
     classification shall be set forth in this Certificate of
     Incorporation.

          3.   Whenever the Corporation shall be authorized to issue
     only one class of stock, each outstanding share shall entitle the
     holder thereof to notice of, and the right to vote at, any
     meeting of stockholders. Whenever the Corporation shall be
     authorized to issue more than one class of stock, no outstanding
     share of any class of stock which is denied voting power under
     the provisions of the Certificate of Incorporation shall entitle
     the holder thereof to the right to vote at any meeting of
     stockholders except as the provisions of Paragraph (c) (2) of
     Section 242 of the General Corporation Law of the State of
     Delaware shall otherwise require; provided, that no share of any
     such class which is otherwise denied voting power shall entitle
     the holder thereof to vote upon the increase or decrease in the
     number of authorized shares of said class.

          NINTH. The Corporation shall, to the fullest extent permitted by
Section 145 of the General Corporation Law of the State of Delaware, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

          TENTH. Directors shall not be personally liable to the Corporation or
its stockholders for monetary damages for breaches of fiduciary duty as a
Director, except

                                        7


for liability (i) for breach of the Director's duty of loyalty to the
Corporation or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the Delaware General Corporation Law; or (iv) for any transaction
from which the Director derived an improper personal benefit.

          ELEVENTH. From time to time any of the provisions of this Certificate
of Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article ELEVENTH.

Signed on November 29, 1989


                                                     /s/ Dale C. Gordon
                                                     ---------------------------
                                                           Incorporator

                                        8


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                         PLAYBOY VIDEO ENTERPRISES, INC.

     IMCO, INC., a Delaware corporation (the "Corporation"), pursuant to Section
242 of the General Corporation Law of the State of Delaware, hereby certifies
that:

     FIRST: On July 2, 1992, the Board of Directors of the Corporation adopted
the following resolution setting forth and recommending a proposed amendment to
the Certificate of Incorporation of the Corporation:

          RESOLVED, that the Board of Directors deems it advisable,
     and the Board hereby recommends, that the Certificate of
     Incorporation of the Corporation be amended by amending Article
     1., which Article shall read in its entirety as follows:

          "1.  FIRST. The name of the corporation is Playboy
     Entertainment Group, Inc.

     SECOND: Thereafter the foregoing proposed amendment was approved by the
written consent of the sole stockholder of the Corporation pursuant to Section
228 of the General Corporation Law of the State of Delaware.

     THIRD: The foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.



     IN WITNESS WHEREOF, PLAYBOY VIDEO ENTERPRISES, INC. has caused this
Certificate of Amendment to be duly executed this 2nd day of July, 1992.

                                                PLAYBOY VIDEO ENTERPRISES, INC.
                                                (a Delaware corporation)


                                                By:    /s/ Dale Gordon
                                                    ----------------------------
                                                       Dale Gordon
                                                       Vice President

ATTEST:

   /s/ Howard Shapiro
- ----------------------------
   Howard Shapiro
   Assistant Secretary

                                        2


                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                      *****

     Playboy Entertainment Group, Inc. a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

     The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present registered office of the corporation is in the county of Kent.

     The Board of Directors of Playboy Entertainment Group, Inc. adopted the
following resolution on the 20th day of May, 1994.

          Resolved, that the registered office of Playboy
     Entertainment Group, Inc. in the state of Delaware be and it
     hereby is changed to Corporation Trust Center, 1209 Orange
     Street, in the City of Wilmington, County of New Castle, and the
     authorization of the present register agent of this corporation
     be and the same is hereby withdrawn, and THE CORPORATION TRUST
     COMPANY, shall be and is hereby constituted and appointed the
     registered agent of this corporation at the address of its
     registered office.

     IN WITNESS WHEREOF, Playboy Entertainment Group, Inc,3 has caused this
statement to be signed by Howard Shapiro, its Vice President, and attested by
Irma Villarreal, its Secretary this 20th day of May 1994.

                                               By   /s/ Howard Shapiro
                                                  ------------------------------
                                                  Howard Shapiro, Vice President

ATTEST:

By   /s/ Irma Villarreal
   --------------------------------
     Irma Villarreal, Secretary

(DEL. - 264 - 5/14/90)



                            CERTIFICATE OF CORRECTION
                       FILED TO CORRECT A CERTAIN ERROR IN
                         THE CERTIFICATE OF AMENDMENT OF
                        PLAYBOY ENTERTAINMENT GROUP INC.
                             FILED IN THE OFFICE OF
                       THE SECRETARY OF STATE OF DELAWARE
                                 ON JULY 7, 1992

PLAYBOY ENTERTAINMENT GROUP, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

1.   The name of the corporation is Playboy Entertainment Group, Inc.

2.   That a Certificate of Amendment of Certificate of Incorporation of Playboy
     Video Enterprises, Inc. was filed by the Secretary of State of Delaware on
     July 7, 1992 and that said Certificate requires correction as permitted by
     Section 103 of the General Corporation Law of the State of Delaware.

3.   The inaccuracy or defect of said Certificate to be corrected is as follows:
     The first paragraph of said Certificate inaccurately reflects the name of
     the Corporation as Imco, Inc. Such inaccuracy must be revised to reflect
     that the name of the Corporation was Playboy Video Enterprises, Inc.

          IN WITNESS WHEREOF, said Playboy Entertainment Group, Inc. has caused
this Certificate to be signed by Howard Shapiro, its Vice President and
Secretary this July 1, 1999.

                                              PLAYBOY ENTERTAINMENT GROUP, INC.

                                              By:   /s/ Howard Shapiro
                                                 -------------------------------
                                                    Howard Shapiro
                                                    Vice President and Secretary

EX-3.76

                                                                    Exhibit 3.76


                        PLAYBOY ENTERTAINMENT GROUP, INC.

                                     -0-0-0-

                                   B Y L A W S

                                     -0-0-0-

                                    ARTICLE I
                                     OFFICES

          SECTION 1.  The principal office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

          SECTION 2.  The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

          SECTION 1.  Meetings of the stockholders for the election of directors
shall be held at such place, either within or without the State of Delaware, as
may be fixed from time to time, by the Board of Directors, and as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

          SECTION 2.  Annual meetings of stockholders, commencing with the year
1990, shall be held on the first Wednesday of November, if not a legal holiday,
and if a legal holiday, then the next secular day following, at which meetings
they shall elect by a



plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.

          SECTION 3.  The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

          SECTION 4.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

          SECTION 5.  Whenever stockholders are required or permitted to take
any action at a meeting, a written notice of the meeting shall be given, which
notice shall state

                                        2


the place, date and hour of the meeting, and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. The written notice of
any meeting shall be given to each stockholder entitled to vote at any such
meeting not less than ten nor more than sixty days before the date of the
meeting. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.

          SECTION 6.  Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

          SECTION 7.  The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

          SECTION 8.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required

                                        3


in which case such express provision shall govern and control the decision of
such question. Each nominee for director, in order to be elected at a meeting,
must receive the vote of the holders of a majority of the stock having power to
vote in the election of the Board of Directors and present in person or
represented by proxy at such meeting.

          SECTION 9.  Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
capital stock having voting power held by such stockholder, but no proxy shall
be valid unless it provides that it may only be voted on at a specific meeting
of stockholders or any adjournment or adjournments thereof; except where the
transfer books of the Corporation have been closed or a date has been fixed as a
record date for the determination of its stockholders entitled to vote, no share
of stock shall be voted on at any election for directors which has been
transferred on the books of the Corporation within twenty days next preceding
such election for directors.

          SECTION 10. Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or to an officer or agent of the Corporation having custody of the book in which
proceedings of

                                        4


meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return
receipt requested. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

          SECTION 1.  The number of directors which shall constitute the whole
Board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2. of this Article, and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

          SECTION 2.  Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.

          SECTION 3.  The business of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

          SECTION 4.  Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without

                                        5


cause, by the holders of a majority of shares then entitled to vote at an
election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

          SECTION 5.  The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

          SECTION 6.  The first meeting of each newly elected Board of Directors
shall be held without other notice than this Bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

          SECTION 7.  Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

          SECTION 8.  Special meetings of the Board may be called by the
President on twenty-four hours' notice to each director, either personally, by
telegram or by facsimili, or on five days' notice by mail; special meetings
shall be called by the President or Secretary in like manner and on like notice
on the written request of two directors.

          SECTION 9.  At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third of the total number of authorized directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation.

                                        6


          If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

          SECTION 10. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceeding of the Board or
committee.

          SECTION 11. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

          SECTION 12. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it.

                                        7


Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of Directors.

          SECTION 13. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

          SECTION 14. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

          SECTION 1.  Notice to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimili.

          SECTION 2.  Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                        8


                                   ARTICLE V

                                    OFFICERS

          SECTION 1.  The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Two or more
offices may be held by the same person.

          SECTION 2.  The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, a Vice President, a
Secretary and a Treasurer, and may choose one or more additional Vice Presidents
and one or more Assistant Secretaries and Assistant Treasurers.

          SECTION 3.  The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

          SECTION 4.  The Board of Directors shall be responsible for
establishing the compensation and employee benefit policies and programs of the
Corporation.

          SECTION 5.  The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                                        9


                                  THE PRESIDENT

          SECTION 6.  The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall have the general powers and
duties of management usually vested in the chief executive officer of
corporations.

                               THE VICE PRESIDENTS

          SECTION 7.  In the election of officers, the Board of Directors may
designate one of the Vice Presidents as an Executive Vice President and one or
more of the Vice Presidents as a Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

               (a)    The Executive Vice President, if any;

               (b)    The Senior Vice Presidents, if any, in the order
designated by the Board of Directors or, in the absence of any designation, then
in the order of their election;

               (c)    All other Vice Presidents in the order designated by the
Board of Directors or, in the absence of any designation, then in the order of
their election.

          Each Vice President when performing the duties of the President shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of

                                       10


the Corporation and shall perform such other duties as may be assigned to him
from time to time by the President or by the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

          SECTION 8.  The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

          SECTION 9.  The Assistant Secretary, or if there be more then one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                                       11


                     THE TREASURER AND ASSISTANT TREASURERS

          SECTION 10. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

          SECTION 11. He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

          SECTION 12. If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

          SECTION 13. The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                       12


                                   ARTICLE VI

                              CERTIFICATES OF STOCK

          SECTION 1.  Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
President or Vice President, and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
Corporation.

          SECTION 2.  The signatures on any stock certificate of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

          SECTION 3.  Section 3. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board

                                       13


of Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

          SECTION 4.  Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                     CLOSING OF TRANSFER BOOKS; RECORD DATE

          SECTION 5.  The Board of Directors may fix in advance a date, not
exceeding sixty days or less than ten days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled

                                       14


to notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and in such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.

                             REGISTERED STOCKHOLDERS

          Section 6.  The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

          SECTION 1.  Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in

                                       15


cash, in property, or in shares of capital stock, subject to the provisions of
the Certificate of Incorporation.

          SECTION 2.  Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividend such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

          SECTION 3.  All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

          SECTION 4.  The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

          SECTION 5.  The corporate seal shall be circular in form with the name
"PLAYBOY VIDEO ENTERPRISES, INC." at top, "Delaware" at the bottom and the words
"Corporate Seal" in the center. Pursuant to the General Corporation Law of
Delaware, the Corporation may use such seal by causing it or a facsimile thereof
to be impressed or affixed, or reproduced, or otherwise, and which corporate
seal may be altered at pleasure.

                                       16


                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          SECTION 6.

               (a)    RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment) against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that except
as provided in Paragraph (b) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with

                                       17


a proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this section shall be a contract right
and shall include the right to be paid by the Corporation the expenses incurred
in defending any such proceeding in advance of its final disposition; provided,
however, that if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise.

               (b)    RIGHT OF CLAIMANT TO BRING SUIT. If a claim under
Paragraph (a) of this Section is not paid in full by the corporation within
ninety days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to

                                       18


indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

               (c)    NON-EXCLUSIVITY OF RIGHTS. The right to indemnification
and payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this section shall not be exclusive of any other
right which any person may have or hereafter acquired under any statute,
provision of the Certificate of Incorporation, Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

               (d)    INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

                                       19


                                  ARTICLE VIII

                                   AMENDMENTS

          SECTION 1.  These Bylaws may be altered or repealed at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board of Directors if notice of such
alteration or repeal be contained in the notice of such special meeting.

                                       20

EX-3.77

                                                                    Exhibit 3.77

                          CERTIFICATE OF INCORPORATION

                                       OF

                               NEW CHANNEL COMPANY

                                    * * * * *

1.   The name of the corporation is New Channel Company.

2.   The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

3.   The nature of the business or purposes to be conducted or promoted is:

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

4.   The total number of shares of stock which the corporation shat! have
authority to issue is One Thousand (1000) and the par value of each of such
shares is One Dollars and No Cents ($1.00), amounting in the aggregate to One
Thousand Dollars and No Cents ($1,000.00).

     At all elections of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected by him, and he may cast all of such votes for
a single director or may distribute them among the number to be voted for, or
for any two or more of them as be may see fit.

5.   The name and mailing address of the sole incorporator is as follows:

NAME                     MAILING ADDRESS

T. L. Ford               1209 Orange St., Wilmington, DE 19801

     The name and mailing address of each person, who is to serve as a director
until the first annual meeting of the stockholders or until a successor is
elected and qualified, is as follows:

NAME                     MAILING ADDRESS

Christie Hefner          680 N. Lake Shore Drive., Chicago, IL 60611
Howard Shapiro           680 N. Lake Shore Drive., Chicago, IL 60611



6.   The corporation is to have perpetual existence.

7.   In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

8.   Election of directors need not by written ballot unless the by-laws of the
corporation shall so provide.

     Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.

9.   The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

10.  A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.

     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 12th day of May 1995.

                                         /s/ T. L. Ford
                                      ----------------------
                                           T. L. Ford

                                        2


                            CERTIFICATE OF AMENDMENT

                                       OF

                               NEW CHANNEL COMPANY

     New Channel Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     FIRST: That the Board of Directors of New Channel Company by unanimous
written consent of its members, filed with the minutes of the Board, duly
adopted a resolution setting forth a proposed amendment to the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of said corporation for consideration
thereof. The resolution setting forth the proposed amendment is as follows:

     RESOLVED, that the Certificate of Incorporation of this corporation be
     amended by changing the First Article thereof so that, as amended, said
     Article shall be and read as follows:

     "1. The name of the corporation is Adultvision Communications, Inc."

     SECOND: That thereafter, pursuant to resolution of Its Board of Directors,
and upon written waiver of notice signed by the sole stockholder, by unanimous
written consent, the Sole Stockholder approved the amendment.

     THIRD: That said amendment was duly adopted in accordance with the
provision of Section 242 of the General Corporation Law of the State of Delaware
and shall be effective upon filing with the Secretary of State of the State of
Delaware.

     IN WITNESS WHEREOF, the undersigned has caused this amendment to be
executed by its duly authorized Secretary this 25th day of May, 1995.

                                        /s/ Irma Villarreal
                                  ---------------------------------
                                     Irma Villarreal, Secretary

EX-3.78

                                                                    Exhibit 3.78

                        ADULTVISION COMMUNICATIONS, INC.

                                     -o-O-o-

                                     BYLAWS

                                     -o-O-o-

                                    ARTICLE I

                                     OFFICES

     SECTION 1.    The principal office shall be in the City of Wilmington,
County of New Case, State of Delaware.

     SECTION 2.    The Corporation may also have offices at such other places
both in and out of the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1.    Meetings of the stockholders for the election of directors
shall be held at such place, either within or without the State of Illinois, as
may be fixed from time to time, by the Board of Directors, and as shall be
stated in the notice of the meeting or in duly executed waiver of notice
thereof.

     SECTION 2.    Annual meeting of stockholders, commencing with the
year 1996, shall be held on the first Friday of November, if not a legal
holiday, and if a legal holiday, then the next secular day following, or such
other date as the Board of Directors shall determine, at which meeting they
shall elect by a plurality vote a Board of



Directors, and transact such other business as may properly be brought before
the meeting.

     SECTION 3.    The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete List of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

     SECTION 4.    Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     SECTION 5.    Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty days before the
date of the meeting. If mailed, notice is given when deposited

                                        2


in the United States mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the Corporation

     SECTION 6.    Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     SECTION 7.    The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If; however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the meting,
until a quorum shall be present or represented. At such adjourned meting at
which a quorum shall be present or represented any business may be transacted
which might have been teed at the meeting as originally notified.

     SECTION 8.    When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question. Each nominee for
director, in order to be elected at a meting, must receive the vote of the
holders of a majority of the stock having power to vote in the election of the
Board of Directors and present in person or represented by proxy at such
meeting.

     SECTION 9.    Each stockholder shall at every meting of the stockholders be
entitled to one vote: in person or by proxy for each share of capital stock
having voting power held by such stockholder, but: no proxy shall be valid
unless it provides that it may only be voted on at a specific meting of
stockholders or any adjournment or adjournments

                                        3


thereof, except where the transfer books of the Corporation have been closed or
a date has been fixed as a record date for the determination of its stockholders
entitled to vote, no share of stock shall be voted on at any election for
directors which has been transferred on the books of the Corporation within
twenty days next preceding such election for director.

     SECTION 10.   Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which play be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or to an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1.    The number of directors which shall constitute the whole
Board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2. of this

                                        4


Article, and each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.

     SECTION 2.    Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.

     SECTION 3.    The business of the Corporation shall be managed by its Board
of Directors which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

     SECTION 4.    Unless otherwise provided by the Certificate of Incorporation
or by law, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of shares then entitled to vote at
an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

     SECTION 5.    The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Illinois.

     SECTION 6.    The first meeting of each newly elected Board of Directors
shall be held without other notice than this Bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

     SECTION 7.    Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

     SECTION 8.    Special meetings of the Board may be called by the President
on twenty-four hours' notice to each director, either personally, by telegram or
by facsimile, or on five days' notice by mail; special meetings shall be called
by the President or

                                        5


Secretary in like manner and on like notice on the written request of a majority
of directors then in office.

     SECTION 9.    At all meetings of the Board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third of the total number of authorized directors, shall
constitute a quorum for the won of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation.

     If a quorum shall not be present at any meeting of the Board of Directors
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     SECTION 10.   Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceeding of the Board or
committee.

     SECTION 11.   Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

     SECTION 12.   The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or

                                        6


more of the directors of the Corporation, which, to the extent provided in the
resolution and permitted by law, shall have and may exercise the powers of the
Board of Directors in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be axed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors.

     SECTION 13.   Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

     SECTION 14.   The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

     SECTION 1.    Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     SECTION 2.    Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof

                                        7


in writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     SECTION 1.    The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Two or more
offices may be held by the same person.

     SECTION 2.    The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, a Vice President, a Secretary
and a Treasurer, and may choose one or more additional Vice Presidents and one
or more Assistant Secretaries and Assistant Treasurers.

     SECTION 3.    The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

     SECTION 4.    The Board of Directors shall be responsible for establishing
the compensation and employee benefit policies and programs of the Corporation.

     SECTION 5.    The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the give vote of a majority of
the Board of Directors. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.

                                        8


                                  THE PRESIDENT

     SECTION 6.    The President shall be the chief executive officer of the
corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall have the general powers and
duties of management usually vested in the chief executive officer of
corporations.

                               THE VICE PRESIDENTS

     SECTION 7.    In the election of officers, the Board of Directors may
designate one of the Vice Presidents as an Executive Vice President and one or
more of the Vice Presidents as a Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

             (a)   The Executive Vice President, if any;

             (b)   The Senior Vice  Presidents,  if any, in the order
     designated by the Board of Directors or, in the absence of any designation,
     then in the order of their election;

             (c)   All other Vice Presidents in the order designated by the
     Board of Directors or, in the absence of any designation, then in the order
     of their election.

     Each Vice President when performing the duties of the President shall have
all the powers of and be subject -to all the restrictions upon the President.
Each Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the Corporation and shall perform such other duties
as may be assigned to him from time to time by the President or by the Board of
Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     SECTION 8.    The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings
of the meetings of the

                                        9


Corporation and of the Board of Directors in a book to be kept for the purpose
and shall perform like duties for the standing committees when required. He
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President, under whose
supervision he shall be. He shall have custody of the corporate seal of the
Corporation and he, or an Assistant Secretary, shall have authority to affix the
same to any instrument requiring it and when so affixed, it may be attested by
his signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.

     SECTION 9.    The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the - order determined by the Board of Directors,
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from tame to time
prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     SECTION 10.   The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     SECTION 11.   He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

                                       10


     SECTION 12.   If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

     SECTION 13.   The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

     SECTION 1.    Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
President or Vice President, and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
Corporation.

     SECTION 2.    The signatures on any stock certificate of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued

                                       11


and delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     SECTION 3.    The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

     SECTION 4.    Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                     CLOSING OF TRANSFER BOOKS; RECORD DATE

     SECTION 5.    The Board of Directors may fix in advance a date, not
exceeding sixty days or less than ten days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date

                                       12


in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof or entitled to receive payment of such
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting, and any adjournment thereof or entitled to receive
payment of such dividend, or to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of capital stock,
or to give such consent, and in such case such stockholders and only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

                             REGISTERED STOCKHOLDERS

     SECTION 6.    The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof except as otherwise provided by the laws of
Delaware.

                                       13


                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     SECTION 1.    Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation.

     SECTION 2.    Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     SECTION 3.    All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

     SECTION 4.    The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                                                            SEAL

     SECTION 5.    The corporate seal shall be circular in form with the name
"ADULTVISION COMMUNICATIONS, INC. " at top, "Delaware" at the bottom and the
words "Corporate Seal" in the center. Pursuant to the General Corporation Law of
Delaware, the Corporation may use such seal by causing it or a facsimile thereof
to be

                                       14


impressed or axed, or reproduced, or otherwise, and which corporate seal may be
altered at pleasure.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     SECTION 6.

             (a)   RIGHT TO INDEMNIFICATION. Each person who was or is made a
     party or is threatened to be made a party to or is involved in any action,
     suit or proceeding, whether civil, criminal administrative or investigative
     (hereinafter a "proceeding"), by reason of the fact that he or she, or a
     person of whom he or she is the legal representative, is or was a director
     or officer of the Corporation or is or was serving at the request of the
     Corporation as a director, officer, employee or agent of another
     corporation or of a partnership, joint venture, trust or other enterprise,
     including service with respect to employee benefit plans, whether the basis
     of such proceeding is alleged action in an official capacity as a director,
     officer, employee or agent or in any other capacity while serving as a
     director, officer, employee or agent, shall be indemnified and held
     harmless by the Corporation to the fullest extent authorized by the
     Delaware General Corporation Law, as the same exists or may hereafter be
     amended (but, in the case of any such amendment, only to the extent that
     such amendment permits the Corporation to provide broader indemnification
     rights than said law permitted the Corporation to provide prior to such
     amendment) against all expense, liability and loss (including attorneys'
     fees, judgments, fines, ERISA excise taxes or penalties and amounts paid to
     be paid in settlement) reasonably incurred or suffered by such person in
     connection therewith and such indemnification shall continue as to a person
     who has ceased to be a director, officer, employee or agent and shall inure
     to the benefit of his or her heirs, executors and administrators; provided,
     however, that except as provided in Paragraph (b) hereof, the Corporation
     shall indemnify any

                                       15


     such person seeking indemnification in connection with a proceeding (or
     part thereof) initiated by such person only if such proceeding (or part
     thereof) was authorized by the Board of Directors of the Corporation. The
     right to indemnification conferred in this section shall be a contract
     right and shall include the right to be paid by the Corporation the
     expenses incurred in defending any such proceeding in advance of its final
     disposition; provided, however, that if the Delaware General Corporation
     Law requires, the payment of such expenses incurred by a director or
     officer in his or her capacity as a director or officer (and not in any
     other capacity in which service was or is rendered by such person while a
     director or officer including, without limitation, service to an employee
     benefit plan) in advance of the final disposition of a proceeding, shall be
     made only upon delivery to the Corporation of are undertaking, by or on
     behalf of such director or officer, to repay all amounts so advanced if it
     shall ultimately be determined that such director or officer is not
     entitled to be indemnified under this Section or otherwise.

             (b)   RIGHT OF CLAIMANT TO BRING SUIT. If a claim under
     Paragraph (a) of this Section is not paid in full by the Corporation within
     ninety days after a written claim has been received by the Corporation, the
     claimant may at any time thereafter bring suit against the Corporation to
     recover the unpaid amount of the claim and, if successful in whole or in
     part, the claimant shall be entitled to be paid also the expense of
     prosecuting such claim. It shall be a defense to any such action (other
     than an action brought to enforce a claim for expenses incurred in
     defending any proceeding in advance of its final disposition where the
     required under if any is required, has been tendered to the Corporation)
     that the claimant has not met the standards of conduct which make it
     permissible under the Delaware General Corporation Law for the Corporation
     to indemnify the claimant for the amount claimed, but the burden of proving
     such defense shall be on the

                                       16


     Corporation. Neither the failure of the Corporation (including its Board of
     Directors, independent legal counsel, or its stockholders) to have made a
     determination prior to the commencement of such action that indemnification
     of the claimant is proper in the circumstances because he or she has met
     the applicable standard of conduct set forth in the Delaware General
     Corporation Law, nor an actual determination by the Corporation (including
     its Board of Directors, independent legal counsel, or its stockholders)
     that the claimant has not met such applicable standard of conduct, shall be
     a defense to the action or create a presumption that the claimant has not
     met the applicable standard of conduct.

             (c)   NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
     payment of expenses incurred in defending a proceeding in advance of its
     final disposition conferred in this section shall not be exclusive of any
     other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

             (d)   INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another corporation, partnership, joint venture, trust
     or other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person against
     such expense, liability or loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

     SECTION 1.    These Bylaws may be altered or repealed at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the

                                       17


stockholders or of the Board of Directors if notice of such alteration or repeal
be contained in the notice of such special meeting.

                                       18

EX-3.79

                                                                    Exhibit 3.79

                          CERTIFICATE OF INCORPORATION

                                       OF

                                   IMCO, INC.

                                    * * * * *

     FIRST.  The name of the corporation is

                                   IMCO, INC.

     SECOND. Its principal office in the State of Delaware is located at No. 100
West Tenth Street, in the City of Wilmington, County of New Castle. The name and
address of its resident agent is The Corporation Trust Company, No. 100 West
Tenth Street, Wilmington 99, Delaware.

     THIRD. The nature of the business, or objects or purposes to be transacted,
promoted or carried on are:

     To engage in the business of advisers, consultants, and managers in all
branches of business, and to contract for, acquire, plan, superintend, manage,
operate, cooperate with, and assist in the maintenance and operation of business
enterprises of any and every kind; and to own, operate, manage, assist, finance,
supervise and otherwise deal with corporations, associations, business,
financial and other enterprises of all kinds.

     To compile and disseminate information, data and advice in respect to
matters of a commercial, statistical and business nature; to enter into
agreements with any corporation, association, individual, or enterprise in
promoting, advising, consulting with, and maintaining and operating any business
enterprise; and to aid and assist in any

                                        1


manner any corporation, association or organization with which this company may
have business relations.

     To act as procurement agents in acquiring materials and supplies for both
foreign and domestic businesses of every kind and character.

     To create, institute and layout business procedure for the conduct of
business enterprises, to furnish the services of managers, technicians,
supervisors and other types and kind of personnel required to manage and
administer the business or property of any person, partnership or corporation.

     To aid and instruct others to more efficiently conduct business operations,
to institute office and business procedure and in general to furnish managerial,
administrative and supervisory talent and services through business enterprises.

     To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of every class and
description.

     To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.

     To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trade-marks and trade names, relating to
or useful in connection with any business of this corporation.

                                        2


     To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereof, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.

     To enter into, make and perform contracts of every kind and description
with any person, firm, association, corporation, municipality, county, state,
body politic or government or colony or dependency thereof.

     To borrow or raise moneys for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter acquired, and to sell, pledge or

                                        3


otherwise dispose of such bonds or other obligations of the corporation for its
corporate purposes.

     To loan to any person, firm or corporation any of its surplus funds, either
with or without security.

     To purchase, hold, sell and transfer the shares of its own capital stock;
provided it shall not use its funds or property for the purchase of its own
shares of capital stock when such use would cause any impairment of its capital
except as otherwise permitted by law, and provided further that shares of its
own capital stock belonging to it shall not be voted upon directly or
indirectly.

     To have one or more offices, to carry on all or any of its operations and
business and without restriction or limit as to amount to purchase or otherwise
acquire, hold, own, mortgage, sell, convey or otherwise dispose of, real and
personal property of every class and description in any of the states,
districts, territories or colonies of the United States, and in any and all
foreign countries, subject to the laws of such state, district, territory,
colony or country.

     In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of
Delaware upon corporations formed under the General Corporation Law of the State
of Delaware, and to do any or all of the tings hereinbefore set forth to the
same extent as natural persons might or could do.

     The objects and purposes specified in the foregoing clauses shall, except
where otherwise expressed, be in nowise limited or restricted by reference to,
or inference from, the terms of any other clause in this certificate of
incorporation, but the objects and

                                        4


purposes specified in each of the foregoing clauses of this article shall be
regarded as independent objects and purposes.

     FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is five hundred (500) and the par value of each of such
shares is One Hundred Dollars ($100.00) amounting in the aggregate to Fifty
Thousand Dollars ($50,000.00).

     At all elections of directors of the corporation, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
such provision as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected, and he may cast all of such votes for a
single director or may distribute them among the number to be voted for, or for
any two or more of them as he may see fit, which right when exercised, shall be
termed cumulative voting.

     FIFTH. The minimum amount of capital with which the corporation will
commence business is One Thousand Dollars ($1,000.00).

     SIXTH. The names and places of residence of the incorporators are as
follows:

       NAMES                                 RESIDENCES
       -----                                 ----------

S. H. Livesay                           Wilmington, Delaware

F. J. Obara, Jr.                        Wilmington, Delaware

S. J. Consono                           Wilmington, Delaware

     SEVENTH. The corporation is to have perpetual existence.

                                        5


     EIGHTH. The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.

     NINTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:

     To make, alter or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.

     By resolution passed by a majority of the whole board, to designate one or
more committees, each committee to consist of two or more of the directors of
the corporation, which, to the extent provided in the resolution or in the
by-laws of the corporation, shall have and may exercise the power of the board
of directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be stated in the by-laws of the corporation or as may be determined from
time to time by resolution adopted by the board of directors.

     When and as authorized by the affirmative vote of the holders of a majority
of the stock issued and outstanding having voting power given at a stockholders'
meeting duly called for that purpose, or when authorized by the written consent
of the holders of a majority of the voting stock issued and outstanding to sell,
lease or exchange all of the property and assets of the corporation, including
its good will and its corporate

                                        6


franchises, upon such terms and conditions and for such consideration, which may
be in whole or in part shares of stock in, and/or other securities of, any other
corporation or corporations, as its board of directors shall deem expedient and
for the best interests of the corporation.

     TENTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court or equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 2.9 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

                                        7


     ELEVENTH. In the absence of fraud, no contract or other transaction between
this corporation and any other corporation or any partnership or association
shall be affected or invalidated by the fact that any director or officer of
this corporation is pecuniarily or otherwise interested in or is a director,
member or officer of such other corporation or of such firm, association or
partnership or is a party to or is pecuniarily or otherwise interested in such
contract or other transaction or in any way connected with any person or
persons, firm, association, partnership or corporation percuniarily or otherwise
interested therein; any director may be counted in determining the existence of
a quorum at any meeting of the board of directors of this corporation for the
purpose of authorizing any such contract or transaction with like force and
effect as if he were not so interested, or were not a director, member or
officer of such other corporation, firm, association or partnership.

     TWELFTH. The Corporation shall indemnify any and all of its directors or
officers or former directors or officers or any person who may have served at
its request as a director or officer of another corporation in which it owns
shares of capital stork or of which it is a creditor against expenses actually
and necessarily incurred by them in connection with the defense of any action,
suit or proceeding in which they, or any of them, are made parties, or a party,
by reason of being or having been directors or officers or a director or officer
of the corporation, or of such other corporation, except in relation to matters
as to which any such director or officer or former director or officer or person
shall be adjudged in such action, suit or proceeding to be liable for negligence
or misconduct in the performance of duty. Such indemnification shall not be
deemed

                                        8


exclusive of any other rights to which those indemnified may be entitled, under
any by-law, agreement, vote of stockholders, or otherwise.

     THIRTEENTH. Meetings of stockholders may be held outside the State of
Delaware, if the by-laws so provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by ballot unless the by-laws of the corporation shall so provide.

     FOURTEENTH. The corporation reserves the right to amend, alter change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter presented by statue, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the propose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that the facts herein stated are true, and accordingly have hereunto
set our hands and seals this 22nd day of December A.D. 1965.

                                                /s/ S. H. Livesay          SEAL)
                                              ----------------------------


                                                /s/ F. J. Obara, Jr.      (SEAL)
                                              ----------------------------


                                                /s/ B. J. Consono         (SEAL)
                                              ----------------------------

                                        9


STATE OF DELAWARE        )
                         ) ss:
COUNTY OF NEW CASTLE     )


     BE IT REMEMBERED that on this 22nd day of December A.D. 1965, personally
and before me, a Notary Public for the State of Delaware, S.H. Livesay, F.J.
Obara, Jr. and B.J. Consono all of the parties to the foregoing certificate of
incorporation, known to me personally to be such, and severally acknowledged the
same certificate to be the act and deed of the signers respective and that the
facts therein stated are truly set forth.

     GIVEN under my hand and seal of the office the day and year aforesaid.

                                                 /s/ A. Dana Atwell
                                               --------------------------------
                                                              Notary Public

[SEAL]



             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

                             AND OF REGISTERED AGENT

               It is hereby certified that:

               1. The name of the corporation (hereinafter) called the
          "corporation") is IMCO, Inc.
               2. The registered office of the corporation within the State of
          Delaware is hereby changed to 229 South State Street, City of Dover
          19901, County of Kent.
               3. The registered agent of the corporation within the State of
          Delaware is hereby changed to The Prentice-Hall Corporation System,
          Inc., the business office of which is identical with the registered
          office of the corporation as hereby changed.
               4. The corporation has authorized the changes hereinbefore set
          forth by resolution of its Board of Directors.

Signed on February 18, 1977


                                        /s/ George B. Miles
                                       -----------------------------------------
                                        George B. Miles, Vice - President


 /s/ Howard Shapiro
- ------------------------------------
Howard Shapiro, Asst. - Secretary

                                        2



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                   IMCO, INC.

     IMCO, INC., a Delaware corporation (the "Corporation"), pursuant to Section
242 of the General Corporation Law of the State of Delaware, hereby certifies
that:

     FIRST: On May 13, 1992, the Board of Directors of the Corporation adopted
the following resolution setting forth and recommending a proposed amendment to
the Certificate of Incorporation of the Corporation:

               RESOLVED, that the Board of Directors deems it
          advisable, and the Board hereby recommends, that the
          Certificate of Incorporation of the Corporation be amended
          by amending Article 1. and by deleting Article 2., 3., 12.
          and 14. and inserting in lieu thereof new Articles 2., 3.,
          12 and 14. and by adding a new Article 15., which Articles
          shall read in their entirety as follows:

               "1. FIRST. The name of the corporation is After Dark
          Video, Inc.

               2.  SECOND. The address, including the number, street,
          city and county, of the registered office of the Corporation
          in the Sate of Delaware is 32 Loockerman Square, Suite
          L-100, City of Dover, County of Kent; and the name of the
          registered agent of the Corporation in the State of Delaware
          at



          such address is The Prentice-Hall Corporation System, Inc.

               3.  THIRD. The purpose of the corporation is to engage
          in any lawful act or activity for which corporations may be
          organized under the Delaware General Corporation Law.

               12. TWELFTH. The Corporation shall, to the fullest
          extent permitted by Section 145 of the General Corporation
          Law of the State of Delaware, as the same may be amended and
          supplemented, indemnify any and all persons whom it shall
          have power to indemnify under said section from and against
          any and all of the expenses, liabilities or other matters
          referred to in or covered by said section, and the
          indemnification provided for herein shall not be deemed
          exclusive of any other rights to which those indemnified may
          be entitled under any Bylaw, agreement, vote of stockholders
          or disinterested directors or otherwise, both as to action
          in his official capacity and as to action in another
          capacity while holding such office, and shall continue as to
          a person who has ceased to be director, officer, employee or
          agent and shall inure to the benefit of the heirs, executors
          and administrators of such a person.

               14. FOURTEENTH. A director of the corporation shall not
          be personally liable to the corporation or its stockholders
          for monetary damages for breach of fiduciary duty as a
          director, except for liability (i) for any breach of the
          director's duty of loyalty to the corporation or its
          stockholders, (ii) for acts or omissions not in good faith
          or which involve intentional misconduct or a knowing
          violation of law, (iii) under Section 174 of the Delaware
          General Corporation Law, or (iv) for any transaction from
          which the director derived an improper personal benefit. If
          the Delaware General Corporation Law is amended after
          approval by the stockholders of this article to authorize
          corporation action further eliminating or limiting the
          personal liability of directors, then the liability of a
          director of the corporation shall be eliminated or limited
          to the fullest extent permitted by the Delaware General
          Corporation Law, as so amended.



          Any repeal or modification of the foregoing paragraph by the
          stockholders of the corporation shall not adversely affect
          any right or protection of a director of the corporation
          existing at the time of such repeal or modification.

               15. FIFTEENTH. From time to time any of the provisions
          of this Certificate of Incorporation may be amended, altered
          or repealed, and other provisions authorized by the laws of
          the State of Delaware at the time in force may be added or
          inserted in the manner and at the time prescribed by said
          laws, and all rights at any time conferred upon the
          stockholders of the Corporation by this Certificate of
          Incorporation are granted subject to the provisions of this
          Article FIFTEENTH."

     SECOND: Thereafter the foregoing proposed amendment was approved by the
written consent of the sole stockholder of the Corporation pursuant to Section
228 of the General Corporation Law of the State of Delaware.

     THIRD: The foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, IMCO, INC. has caused this Certificate of Amendment to
be duly executed this 5th day of June, 1992.


                                            IMCO, INC.
                                            (a Delaware corporation)


                                            By:  /s/ Howard Shapiro
                                                --------------------------------
                                                          Howard Shapiro
                                                          Vice President



ATTEST:


  /s/ DALE C. GORDON
- -------------------------
         Dale C. Gordon
           Secretary




                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                    * * * * *

     After Dark Video, Inc. a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present register office of the corporation is in the county of Kent.

     The Board of Directors of After Dark Video, Inc. adopted the following
resolution on the 20th day of May, 1994.

     Resolved, that the registered office of After Dark Video, Inc. in the state
of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange
Street, in the City of Wilmington, County of New Castle, and the authorization
of the present register agent of this corporation be and the same is hereby
withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted
and appointed the registered agent of this corporation at the address of its
registered office.



     IN WITNESS WHEREOF, After Dark Video, Inc. has caused this statement to be
signed by Howard Shapiro, its Vice President, and attested by Irma Villarreal,
its Secretary this 20th day of May, 1994.


                                         By:  /s/ Howard Shapiro
                                            ------------------------------------
                                                Howard Shapiro, Vice President


ATTEST:


By:  /s/ Irma Villarreal
  -------------------------------
       Irma Villarreal, Secretary


(DEL - 264 - 5/14/90)

EX-3.80

                                                                    Exhibit 3.80

                             AFTER DARK VIDEO, INC.

                                     -O-0-O
                                     BYLAWS
                                     -O-0-O

                                    ARTICLE I

                                     OFFICES

          SECTION 1.     The Principal office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

          SECTION 2.     The Corporation May also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                             MEETING OF STOCKHOLDERS

          SECTION 1.     Meetings of the stockholders for the election of
directors shall be held at such place, either within or without the State of
Delaware, as may be fixed from time to time, by the Board of Directors, and as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

          SECTION 2.     Annual meetings of stockholders, commencing with the
year 1990, shall be held on the second Saturday of November, if not a legal
holiday, and if a legal holiday, then the next secular day following, at which
meetings they shall elect



by a plurality vote a Board of Directors, and transact such other business as
may properly be brought before the meeting.

          SECTION 3.     The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

          SECTION 4.     Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

                                        2


          SECTION 5.     Whenever stockholders are required or permitted to take
any action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty days before the
date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.

          SECTION 6.     Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

          SECTION 7.     The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

          SECTION 8.     When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person or

                                        3


represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question. Each nominee for
director, in order to be elected at a meeting, must receive the vote of the
holders of a majority of the stock having power to vote in the election of the
Board of Directors and present in person or represented by proxy at such
meeting.

          SECTION 9.     Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
capital stock having voting power held by such stockholder, but no proxy shall
be valid unless it provides that it may only be voted on at a specific meeting
of stockholders or any adjournment or adjournments thereof; except where the
transfer books of the Corporation have been closed or a date has been fixed as a
record date for the determination of its stockholders entitled to vote, no share
of stock shall be voted on at any election for directors which has been
transferred on the books of the Corporation within twenty days next preceding
such election for directors.

          SECTION 10.    Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the

                                        4


minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in Delaware, its principal place of business, or to an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.

                                   ARTICLE III

                                    DIRECTORS

          SECTION 1.     The number of directors which shall constitute the
whole Board shall be such number, not less than one nor more than four, as may
be determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

          SECTION 2.     Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and shall qualify, unless sooner displaced.

                                        5


          SECTION 3.     The business of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

          SECTION 4.     Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

          SECTION 5.     The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

          SECTION 6.     The first meeting of each newly elected Board of
Directors shall be held without other notice than this Bylaw, immediately after,
and at the same place, as the annual meeting of stockholders.

          SECTION 7.     Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

          SECTION 8.     Special meetings of the Board may be called by the
President on twenty-four hours' notice to each director, either personally, by
telegram or by facsimile, or on five days' notice by mail; special meetings
shall be called by the

                                        6


President or Secretary in like manner and on like notice on the written request
of a majority of directors then in office.

          SECTION 9.     At all meetings of the Board, a majority of the number
of directors who have been elected and are then serving in such capacity, but in
no event less than one-third of the total number of authorized directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation.

     If a quorum shall not be present at any meeting of the Board of Directors
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

          SECTION 10.    Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceeding of the Board or
committee.

          SECTION 11.    Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting

                                        7


can hear each other, and such participation in a meeting shall constitute
presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

          SECTION 12.    The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

          SECTION 13.    Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

          SECTION 14.    The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

                                        8


          SECTION 1.     Notice to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the Corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

          SECTION 2.     Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

          SECTION 1.     The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Two or more
offices may be held by the same person.

          SECTION 2.     The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, a Vice President, a
Secretary and a Treasurer, and may choose one or more additional Vice Presidents
and one or more Assistant Secretaries and Assistant Treasurers.

          SECTION 3.     The Board of Directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall

                                        9


exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

          SECTION 4.     The Board of Directors shall be responsible for
establishing the compensation and employee benefit policies and programs of the
Corporation.

          SECTION 5.     The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

          SECTION 6.     The President shall be the chief executive officer of
the Corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall have the general powers and
duties of management usually vested in the chief executive officer of
corporations.

                               THE VICE PRESIDENTS

          SECTION 7.     In the election of officers, the Board of Directors may
designate one of the Vice Presidents as an Executive Vice President and one or
more of the Vice Presidents as a Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice

                                       10


Presidents, acting singly in the following order in the absence or inability or
refusal to act of their respective designated predecessors:

                (a)  The Executive Vice President, if any;

                (b)  The Senior Vice Presidents, if any, in the order designated
     by the Board of Directors or, in the absence of any designation, then in
     the order of their election;

                (c)  All other Vice Presidents in the order designated by the
     Board of Directors or, in the absence of any designation, then in the order
     of their election.

     Each Vice President when performing the duties of the President shall have
all the powers of and be subject to all the restrictions upon the President.
Each Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the Corporation and shall perform such other duties
as may be assigned to him from time to time by the President or by the Board of
Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

          SECTION 8.     The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant

                                       11


Secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such Assistant Secretary. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by his signature.

          SECTION 9.     The Assistant Secretary, or if there be more than one,
the Assistant Secretaries in the order determined by the Board of Directors,
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

          SECTION 10.    The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

          SECTION 11.    He shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

          SECTION 12.    If required by the Board of Directors, he shall give
the Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to

                                       12


the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the Corporation.

          SECTION 13.    The Assistant Treasurer, or if there shall be more
than one, the Assistant Treasurers in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

          SECTION 1.     Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the Corporation by,
the President or Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
Corporation.

          SECTION 2.     The signatures on any stock certificate of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation,

                                       13


such certificate or certificates may nevertheless be adopted by the Corporation
and be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

          SECTION 3.     The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

          SECTION 4.     Upon surrender to the Corporation or the transfer agent
of the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                                       14


                     CLOSING OF TRANSFER BOOKS; RECORD DATE

          SECTION 5.     The Board of Directors may fix in advance a date, not
exceeding sixty days or less than ten days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of such dividend, or to any
such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case such stockholders and only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, or
to give such consent, as the case may be notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as
aforesaid.

                             REGISTERED STOCKHOLDERS

          SECTION 6.     The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive

                                       15


dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

          SECTION 1.     Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of capital
stock, subject to the provisions of the Certificate of Incorporation.

          SECTION 2.     Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

                                       16


          SECTION 3.     All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                   FISCAL YEAR

          SECTION 4.     The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

          SECTION 5.     The corporate seal shall be circular in form with the
name "AFTER DARK VIDEO, INC. " at top, "Delaware" at the bottom and the words
"Corporate Seal" in the center. Pursuant to the General Corporation Law or
Delaware, the Corporation may use such seal by causing it or a facsimile thereof
to be impressed or affixed, or reproduced, or otherwise, and which corporate
seal may be altered at pleasure.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          SECTION 6.

                (a)  RIGHT TO INDEMNIFICATION. Each person who was or is made a
     party or is threatened to be made a party to or is involved in any action,
     suit or proceeding, whether civil, criminal, administrative or
     investigative (hereinafter a "proceeding"), by reason of the fact that he
     or she, or a person of whom he or she is the legal representative, is or
     was a director or officer of the Corporation or is or was serving at the
     request of the Corporation as a director officer, employee or agent of
     another corporation or of a partnership, joint venture, trust or other
     enterprise,

                                       17


     including service with respect to employee benefit plans, whether the basis
     of such proceeding is alleged action in an official capacity as a director,
     officer, employee or agent or in any other capacity while serving as a
     director, officer, employee or agent, shall be indemnified and held
     harmless by the Corporation to the fullest extent authorized by the
     Delaware General Corporation Law, as the same exists or may hereafter be
     amended (but, in the case of any such amendment, only to the extent that
     such amendment permits the Corporation to provide broader indemnification
     rights than said law permitted the Corporation to provide prior to such
     amendment) against all expense, liability and loss (including attorneys'
     fees, judgments, fines, ERISA excise taxes or penalties and amounts paid to
     be paid in settlement) reasonably incurred or suffered by such person in
     connection therewith and such indemnification shall continue as to a person
     who has ceased to be a director, officer, employee or agent and shall inure
     to the benefit of his or her heirs, executors and administrators; provided,
     however, that except as provided in Paragraph (b) hereof, the Corporation
     shall indemnify any such person seeking indemnification in connection with
     a proceeding (or part thereof) initiated by such person only if such
     proceeding (or part thereof) was authorized by the Board of Directors of
     the Corporation. The right to indemnification conferred in this section
     shall be a contract right and shall include the right to be paid by the
     Corporation the expenses incurred in defending any such proceeding in
     advance of its final disposition; provided, however, that if

                                       18


     the Delaware General Corporation Law requires, the payment of such expenses
     incurred by a director or officer in his or her capacity as a director or
     officer (and not in any other capacity in which service was or is rendered
     by such person while a director or officer including, without limitation,
     service to an employee benefit plan) in advance of the final disposition of
     a proceeding, shall be made only upon delivery to the Corporation of an
     undertaking, by or on behalf of such director or officer, to repay all
     amounts so advanced if it shall ultimately be determined that such director
     or officer is not entitled to be indemnified under this Section or
     otherwise.

                (b)  RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Paragraph
     (a) of this Section is not paid in full by the Corporation within ninety
     days after a written claim has been received by the Corporation, the
     claimant may at any time thereafter bring suit against the Corporation to
     recover the unpaid amount of the claim and, if successful in whole or in
     part, the claimant shall be entitled to be paid also the expense of
     prosecuting such claim. It shall be a defense to any such action (other
     than an action brought to enforce a claim for expenses incurred in
     defending any proceeding in advance of its final disposition where the
     required undertaking, if any is required, has been tendered to the
     Corporation) that the claimant has not met the standards of conduct which
     make it permissible under the Delaware General Corporation Law for the
     Corporation to indemnify the claimant for the amount claimed, but the

                                       19


     burden of proving such defense shall be on the Corporation. Neither the
     failure of the Corporation (including its Board of Directors, independent
     legal counsel, or its stockholders) to have made a determination prior to
     the commencement of such action that indemnification of the claimant is
     proper in the circumstances because he or she has met the applicable
     standard of conduct set forth in the Delaware General Corporation Law, nor
     an actual determination by the Corporation (including its Board of
     Directors, independent legal counsel, or its stockholders) that the
     claimant has not met such applicable standard of conduct, shall be a
     defense to the action or create a presumption that the claimant has not met
     the applicable standard of conduct.

                (c)  NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
     payment of expenses incurred in defending a proceeding in advance of its
     final disposition conferred in this section shall not be exclusive of any
     other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

                (d)  INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another corporation, partnership, joint venture, trust
     or other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person

                                       20


     against such expense, liability or loss under the Delaware General
     Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

          SECTION 1.     These Bylaws may be altered or repealed at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board of Directors if notice of such
alteration or repeal be contained in the notice of such special meeting.

                                       21

EX-3.81

                                                                    Exhibit 3.81

                          CERTIFICATE OF INCORPORATION

                                       OF

                            PLAYBOY PRODUCTIONS, INC.

                                      *****

          FIRST. The name of the corporation is

                            PLAYBOY PRODUCTIONS, INC.

          SECOND. The address of its registered office in the State of Delaware
is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is The Corporation Trust
Company.

          THIRD. The nature of the business or purpose to be conducted or
promoted is:

          To acquire, own, lease, rent and operate television stations, and in
connection therewith to produce, finance, distribute, broadcast and exploit
television programs and to do all things necessarily incident to the operation
of television stations.

          To create, produce, acquire by purchase or otherwise, exhibit,
distribute, lease, sell, dispose of, and deal in and with, motion pictures and
sound reproductions of all kinds.

          To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

          To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the while or any part of the obligations or liabilities of any person,
firm, association or corporation.

          To acquire, hold, use, sell, assign, lease, grant licenses in respect
of, mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes,



copyrights, trade-marks and trade names, relating to or useful in connection
with any business of this corporation.

          To acquire by purchase, subscription or otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital stock,
or any voting trust certificates in respect of the shares of capital stock,
scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created by any corporations, joint stock companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government of the United States of America, or by any foreign government, or by
any state, territory, province, municipality or other political subdivision or
by any governmental agency, and as owner thereof to possess and exercise all the
rights, powers and privileges of ownership, including the right to execute
consents and vote thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement and enhancement in value
thereof.

          To borrow or raise moneys for any of the purposes of the corporation
and, from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-negotiable instruments
and evidences of indebtedness, and to secure the payment of any thereof and of
the interest thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the corporation of its corporate purposes.

          To purchase, receive, take by grant, gift, devise, bequest or
otherwise, lease, or otherwise acquire, own, hold, improve, employ, use or
otherwise deal in and with real or personal property, or any interest therein,
wherever situated, and to sell,

                                        2


convey, lease, exchange, transfer or otherwise dispose of, or mortgage or
pledge, all or any of the corporation's property and assets, or any interest
therein, wherever situated.

          To participate with others in any corporation, partnership, limited
partnership, joint venture, or other association of any kind, or in any
transaction, undertaking or arrangement which the participating corporation
would have power to conduct by itself, whether or not such participation
involves sharing or delegation of control with or to others.

          In general, to possess and exercise all the powers and privileges
granted by the General Corporation Law of Delaware or by any other law of
Delaware or by this certificate of incorporation together with any powers
incidental thereto, so far as such powers and privileges are necessary or
convenient to the conduct, promotion or attainment of the business or purpose of
the corporation.

          The business and purposes specified in the foregoing clauses shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to, or inference from, the terms of any other clause in this
certificate of incorporation, but the business and purpose specified in each of
the foregoing clauses of this article shall be regarded as independent business
and purposes.

          FOURTH. The total number of shares of stock which the corporation
shall have authority to issue is five hundred (500) of the par value of One
Hundred Dollars ($100.00) each amounting in the aggregate to Fifty Thousand
Dollars ($50,000.00).

          The holders of the capital stock shall, upon the issue or sale of
shares of stock of any class (whether now or hereafter authorized), have the
right, during such period of time and on such conditions as the board of
directors shall prescribe, to subscribe to and purchase such shares in
proportion to their respective holdings of capital stock, at such price or
prices as the board of directors may from time to time fix and as may be
permitted by law.

                                        3


          FIFTH. The name and mailing address of each incorporator is as
follows:

                 NAME                                MAILING ADDRESS
                 ----                                ---------------
          B. J. Consono                              100 West Tenth Street
                                                     Wilmington, Delaware

          F. J. Obara, Jr.                           100 West Tenth Street
                                                     Wilmington, Delaware

          J. L. Rivera                               100 West Tenth Street
                                                     Wilmington, Delaware

          SIXTH. The corporation is to have perpetual existence.

          SEVENTH. In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized:

          To make, alter or repeal the by-laws of the corporation.

          To authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation. To set apart out of any of the
funds of the corporation available for dividends a reserve or reserves for any
proper purpose and to abolish any such reserve in the manner in which it was
created.

          By a majority of the whole board, to designate one or more committees,
each committee to consist of two or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. Any such committee, to the extent provided in the resolution or
in the by-laws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; provided, however, the by-laws may provide that the
absence or disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint

                                        4


another member of the board of directors to act the meeting in the place of any
such absent or disqualified member.

          When and as authorized by the affirmative vote of the holder of a
majority of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called upon such notice as is required by statute, or
when authorized by the written consent of the holders of a majority of the
voting stock issued and outstanding, to sell, lease or exchange all or
substantially all of the property and assets of the corporation, including its
goodwill and its corporate franchises, upon such terms and conditions and for
such consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as its board of directors shall deem expedient and for the best
interests of the corporation.

          EIGHTH. Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the board of directors or in the by-laws of the corporation. Elections of
directors need not be by written ballot unless the by-laws of the corporation
shall so provide.

          NINTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

                                       5


          WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate, hereby
declaring and certifying that this is our act and deed and the facts herein
stated are true, and accordingly have hereto set our hands this 7th day of July,
1969.

                                                 /s/ B. J. Consono
                                          -------------------------------


                                                /s/ F. J. Obara, Jr.
                                          -------------------------------


                                               /s/ J. L. Rivera
                                          -------------------------------


STATE OF DELAWARE          )
                           ) SS:
COUNTY OF NEW CASTLE       )

          BE IT REMEMBERED that on this 7th day of July, 1969, personally came
before me, a Notary Public for the State of Delaware, B.J. Consono, F.J. Obara,
Jr., and J.L. Rivera, all of the parties to the foregoing certificate of
incorporation, known to be personally to be such, and severally acknowledged the
said certificate to be the act and deed of the signers respectively and that the
facts stated therein are true.

          GIVEN under my hand and seal of office the day and year aforesaid.

                                                  /s/ [illegible]
                                          -------------------------------
                                                    Notary Public



             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

                             AND OF REGISTERED AGENT

          It is hereby certified that:

          1.   The name of the corporation (hereinafter called the corporation)
     is PLAYBOY PRODUCTIONS, INC.

          2.   The registered office of the corporation within the State of
     Delaware is hereby changed to 229 South State Street, City of Dover 19901,
     County of Kent.

          3.   The registered agent of the corporation within the State of
     Delaware is hereby changed to The Prentice-Hall Corporation, Inc., the
     business office of which identical with the registered office of the
     corporation as hereby changed.

          4.   The corporation has authorized the changes hereinbefore set forth
     by resolution of its Board of Director.

Signed on February 18, 1977.

                                                    /s/ Donald S. Lewis
                                             -----------------------------------
                                                Donald S. Lewis, Vice President


Attest:


   /s/ Howard Shapiro
- -----------------------------------
Howard Shapiro, Asst. Secretary


[SEAL]



                                 888322097

                          CERTIFICATE OF AMENDMENT

                                     OF

                        CERTIFICATE OF INCORPORATION

                                     OF

                          PLAYBOY PRODUCTIONS, INC.

     PLAYBOY PRODUCTIONS, INC., a Delaware corporation (the "Corporation")
pursuant to Section 242 of the General Corporation Law of the State of Delaware,
hereby certifies that:

     FIRST: On October 20, 1988, the Board of Directors of the Corporation
adopted the following resolution setting forth and recommending a proposed
amendment to the Certificate of Incorporation of the Corporation:

          RESOLVED, that the Board of Directors deems it advisable,
          and the Board hereby recommends, that the Certificate of
          Incorporation of the Corporation be amended by amending
          Article 1., which Article shall read in its entirety as
          follows:

               "1. The name of the corporation is Alta Loma Productions, Inc."

     SECOND: Thereafter the foregoing proposed amendment was approved by the
written consent of the sole stockholder of the corporation pursuant to Section
228 of the General Corporation Law of the State of Delaware.

     THIRD: The foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.



     IN WITNESS WHEREOF, PLAYBOY PRODUCTIONS, INC. has caused this Certificate
of Amendment to be duly executed this 11th day of November, 1988.


                                              PLAYBOY PRODUCTIONS, INC.


                                              By /s/ Richard S. Rosenzweig
                                                 -------------------------------
                                                     Richard S. Rosenzweig
                                                         President


ATTEST:


     /s/ Howard Shapiro
- ---------------------------------
       Howard Shapiro
Vice President and Secretary



                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

                                      *****

     Alta Loma Productions, Inc. a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present registered office of the corporation is in the county of Kent.

     The Board of Directors of Alta Lama Productions, Inc. adopted the following
resolution on the 20th day of May, 1994.

     RESOLVED, THAT THE REGISTERED OFFICE OF ALTA LOMA PRODUCTIONS, INC. IN THE
STATE OF DELAWARE BE AND IT HEREBY IS CHANGED TO CORPORATION TRUST CENTER, 1209
ORANGE STREET, IN THE CITY OF WILMINGTON, COUNTY OF NEW CASTLE, AND THE
AUTHORIZATION OF THE PRESENT REGISTER AGENT OF THIS CORPORATION BE AND THE SAME
IS HEREBY WITHDRAWN, AND THE CORPORATION TRUST COMPANY, SHALL BE AND IS HEREBY
CONSTITUTED AND APPOINTED THE REGISTERED AGENT OF THIS CORPORATION AT THE
ADDRESS OF ITS REGISTERED OFFICE.

          IN WITNESS WHEREOF, Alta Loma Productions, Inc. has caused this
statement to be signed by Howard Shapiro, its Vice President, and attested by
Irma Villarreal, its Secretary, this 20th day of May, 1994.


                                      By /s/ Howard Shapiro
                                         ---------------------------------------
                                            Howard Shapiro, Vice President


ATTEST:

By  /s/ Irma Villarreal
   ----------------------------------------
        Irma Villarreal, Secretary

(DEL. - 264 - 5/14/90)



                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                           ALTA LOMA PRODUCTIONS, INC.

     ALTA LOMA PRODUCTIONS, INC., a Delaware corporation (the "Corporation")
pursuant to Section 242 of the General Corporation Law of the State of Delaware,
hereby certifies that:

     FIRST: On March 24, 1998, the Board of Directors of the Corporation adopted
the following resolution setting forth and recommending a proposed amendment to
the Certificate of Incorporation of the Corporation:

               RESOLVED, THAT THE BOARD OF DIRECTORS DEEMS IT ADVISABLE, AND THE
     BOARD HEREBY RECOMMENDS, THAT THE CERTIFICATE OF INCORPORATION OF THE
     CORPORATION BE AMENDED BY AMENDING ARTICLE 1., WHICH ARTICLE SHALL READ IN
     ITS ENTIRETY AS FOLLOWS:

               "1. THE NAME OF THE CORPORATION IS ALTA LOMA DISTRIBUTION, INC."

     SECOND: Thereafter the foregoing proposed amendment was approved by the
written consent of the sole stockholder of the Corporation pursuant to Section
228 of the General Corporation Law of the State of Delaware.

     THIRD: The foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.



     IN WITNESS WHEREOF, ALTA LOMA PRODUCTIONS, INC. has caused this Certificate
of Amendment to be duly executed this as of the 26th day March, 1998.


                                                ALTA LOMA PRODUCTIONS, INC.


                                                By: /s/ Anthony J. Lynn
                                                    ----------------------------
                                                        Anthony J. Lynn
                                                        President


ATTEST:


   /s/ Howard Shapiro
- ---------------------------------
       Howard Shapiro
Vice President and Secretary

EX-3.82

                                                                    Exhibit 3.82

                          ALTA LOMA DISTRIBUTIONS, INC.

                                     -o-O-o-

                                   B Y L A W S
                                     -o-O-o-
                                    ARTICLE I

                                     OFFICES

     SECTION 1.    The principal office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

     SECTION 2.    The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1.    Meetings of the stockholders for the election of directors
shall be held at such place, either within or without the State of Delaware, as
may be fixed from time to time, by the Board of Directors, and as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

     SECTION 2.    Annual meetings of stockholders, commencing with the year
1990, shall be held on the first Monday of November, if not a legal holiday, and
if a legal holiday, then the next secular day following, at which meetings they
shall elect by a plurality vote a Board of Directors, and transact such other
business as may properly be brought before the meeting.



     Section 3.    The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholders for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

     Section 4.    Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

     Section 5.    Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty days before the
date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholders at his address as it
appears on the records of the Corporation.

     Section 6.    Business transacted at any special meeting of stockholders
shall be limited to the



purposes stated in the notice.

     Section 7.    The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

     Section 8.    When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question. Each nominee for
director, in order to be elected at a meeting, must receive the vote of the
holders of a majority of the stock having power to vote in the election of the
Board of Directors and present in person or represented by proxy at such
meeting.

     Section 9.    Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but not proxy shall be valid
unless it provides that it may only be voted on at a specific meeting of
stockholders or any adjournment or adjournments thereof; except where the
transfer books of the Corporation have been closed



or a date has been fixed as a record date for the determination of its
stockholders entitled to vote, no share of stock shall be voted on at any
election for directors which has been transferred on the books of the
Corporation within twenty days next preceding such election for directors.

     Section 10.   Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or to an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered mail, return receipt requested. Prompt notice of the
taking of the corporation action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

                                   ARTICLE III

                                    DIRECTORS

     Section 1.    The number of directors which shall constitute the whole
Board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2. of this Article, and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

     Section 2.    Vacancies and newly created directorship resulting from any
increase in the



authorized number of directors may be filled by a majority of the directors then
in office, though less than a quorum, and the directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and shall qualify, unless sooner displaced.

     Section 3.    The business of the Corporation shall be managed by its Board
of Directors which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

     Section 4.    Unless other wise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares then
titled to vote at an election of directors.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 5.    The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 6.    The first meeting of each newly elected Board of Directors
shall be held without other notice than this Bylaw, immediately after, and at
the same place, as the annual meeting of stockholders.

     Section 7.    Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time e
determined by the Board.

     Section 8.    Special meetings of the Board my be called by the President
on twenty-four hours' notice to each director, either personally, by telegram or
by facsimile, or on five days' notice by mail; special meetings shall be called
by the President or Secretary in like manner and on like notice on the written
request of two directors.

     Section 9.    AT all meetings of the Board, a majority of the number of
directors who have been



elected and are then serving in such capacity, but in no event less than
one-third of the total number of authorized directors, shall constitute a quorum
for the transaction of business and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors, except as may be otherwise specifically provided by statute or by
the Certificate of Incorporation.

     If a quorum shall not be present at any meeting of the Board of Directors
the directors present thereat may adjourn the meeting of the Board of Directors
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting until a quorum shall be present.

     Section 10.   Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceeding of the Board or
committee.

     Section 11.   Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

     Section 12.   The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and



may authorize the seal of the Corporation to be fixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

     Section 13.   Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

     Section 14.   The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICES

     Section 1.    Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     Section 2.    Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V



                                    OFFICERS

     Section 1.    The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Two ore more
offices may be held by the same person.

     Section 2.    The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a President, a Vice President, a Secretary
and a Treasurer, and may choose one or more additional Vice Presidents and one
or more Assistant Secretaries and Assistant Treasurers.

     Section 3.    The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

     Section 4.    The Board of Directors shall be responsible for establishing
the compensation and employee benefit polices and programs of the Corporation.

     Section 5.    The officers of the Corporation shall hold office until their
successors are chosen and qualified. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

     Section 6.    The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of are carried into effect and shall have the general powers and duties of
management usually vested in the chief executive officer of corporations.



THE VICE PRESIDENTS

     Section 7.    In the election of officers, the Board of Directors may
designate one of the Vice Presidents as an Executive Vice President and one or
more of the Vice Presidents as a Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice Presidents, acting singly in the following order in
the absence or inability or refusal to act of the President, the duties of such
office shall be performed by one of the Vice Presidents, acting singly in the
following order in the absence or inability or refusal to act of their
respective designated predecessors:

     (a)  The Executive Vice President, if any;

     (b)  The Senior Vice Presidents, if any, in the order designated by the
          Board of Directors or, in the absence of any designation, then in the
          order of their election;

     (c)  All other Vice Presidents in the order designated by the Board of
          Directors or, in the absence of any designation, then in the order of
          their election.

     Each Vice President when performing the duties of the President shall have
all the powers of and be subject to all the restrictions upon the President.
Each Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the Corporation and shall perform such other duties
as may be assigned to him from time to time by the President or by the Board of
Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 8.    The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings



of the Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or President, under whose supervision he
shall be. He shall have custody of the corporate seal of the Corporation and he,
or an Assistant Secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his signature
or by the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation and
to attest the affixing by his signature.

     Section 9.    The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
powers as the Board of Directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 10.   The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     Section 11.   He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     Section 12.   If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death,



resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the Corporation.

     Section 13.   The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

     Section 1.    Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
President or Vice President, and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
Corporation.

     Section 2.    The signatures on any stock certificate of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation, such
certificate of certificates may nevertheless be adopted by the Corporation and
be issued an delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     Section 3.    The Board of Directors may direct a new certificate or
certificates to be issued in



place of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

                                TRANSFER OF STOCK

     Section 4.    Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                     CLOSING OF TRANSFER BOOKS; RECORD DATE

     Section 5.    The Board of Directors may fix in advance a date, not
exceeding sixty days or less then ten days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive paymant eof such dividnd, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to



notice of, and to vote at any such meeting, and any adjournment thereof, or
entitled to receive payment of such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and in such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.

                             REGISTERED STOCKHOLDERS

     Section 6.    The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1.    Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation.



     Section 2.    Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3.    All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

     Section 4.    The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

     Section 5.    The corporate seal shall be circular in form with the name
"Alta Loma Productions, Inc." at top, "Delaware", the Corporation may use such
seal by causing it or a facsimile thereof to be impressed or affixed, or
reproduced, or otherwise, and which corporate seal may be altered at pleasure.

                   INDEMNIFICATION OF DIRECTOR S AND OFFICERS

     Section 6.

          (a)  RIGHT TO INDEMNIFICATION. Each person who was or is made a party
     or is threatened to be made a party to or is involved in any action, suit
     or proceeding, whether civil, criminal, administrative or investigative
     (hereinafter a "proceeding"), by reason of the fact that he or she, or a
     person of whom he or she is the legal representative, is or was a director
     or officer of the Corporation



     or is or was serving at the request of the Corporation as a director,
     officer, employee or agent of another corporation or of a partnership,
     joint venture, trust or other enterprise, including service with respect to
     employee benefit plans, whether the basis of such proceeding is alleged
     action in an official capacity as a director, officer, employee or agent or
     in any other capacity while serving as a director, officer, employee or
     agent, shall be indemnified and held harmless by the Corporation to the
     fullest extent authorized by the Delaware General Corporation Law, as the
     same exists or may hereafter be amended (but, in the case of any such
     amendment, only to the extent that such amendment permits the Corporation
     to provide broader indemnification rights than said law permitted the
     Corporation to provide prior to such amendment) against all expense,
     liability and loss (including attorneys' fees, judgments, fines, ERISA
     excise taxes or penalties and amounts paid to be paid in settlement)
     reasonably incurred or suffered by such person in connection therewith and
     such indemnification shall continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the benefit of his
     or her heirs, executors and administrators; provided, however, that except
     as provided in Paragraph (b) hereof, the Corporation shall indemnify any
     such person seeking indemnification in connection with a proceeding (or
     part thereof) initiated by such person only if such proceeding (or part
     thereof) was authorized by the Board of Directors of the Corporation. The
     right to indemnification conferred in this section shall be a contract
     right and shall be a contract right and shall include the right to be paid
     by the Corporation the expenses incurred in defending any such proceeding
     in advance of its final disposition; provided, however, that if the
     Delaware General Corporation Law requires, the payment of such expenses
     incurred by a director or officer in his or her capacity as a director or
     officer (and not in any other capacity in which service was or is rendered
     by such person while a director or officer including, without limitation,
     service to an



     employee benefit plan) in advance of the final disposition of a proceeding,
     shall be made only upon delivery to the Corporation of an undertaking, by
     or on behalf of such director or officer, to repay all amounts so advanced
     if it shall ultimately be determined that such director or officer is not
     entitled to be indemnified under this Section or otherwise.

          (b)  RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Paragraph (a)
     of this Section is not paid in full by the Corporation within ninety days
     after a written claim has been received by the Corporation, the claimant
     may at any time thereafter bring suit against the Corporation to recover
     the unpaid amount of the claim and, if successful in whole or in part, the
     claimant shall be entitled to be paid also the expense of prosecuting such
     claim. It shall be a defense to any such action (other than an action
     brought to enforce a claim for expenses incurred in defending any
     proceeding in advance of its final disposition where the required
     undertaking, if any is required, has been tendered to the Corporation) that
     the claimant has not met the standards of conduct which make it permissible
     under the Delaware General Corporation Law for the Corporation to indemnify
     the claimant for the amount claimed, but the burden of proving such defense
     shall be on the Corporation. Neither the failure of the Corporation
     (including its Board of Directors, independent legal counsel, or its
     stockholders) to have made a determination prior to the commencement of
     such action that indemnification of the claimant is proper in the
     circumstances because he or she has met the applicable standard of conduct
     set forth in the Delaware General Corporation Law, nor an actual
     determination by the Corporation (including its Board of Directors,
     independent legal counsel, or its stockholders) that the claimant has not
     met such applicable standard of conduct, shall be a defense to the action
     or create a presumption that the claimant has not met the applicable
     standard of conduct.

          (c)  NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
     payment of



     expenses incurred in defending a proceeding in advance of its final
     disposition conferred in this section shall not be exclusive of any other
     right which any person may have or hereafter acquired under any statute,
     provision of the Certificate of Incorporation, Bylaw, agreement, vote of
     stockholders or disinterested directors or otherwise.

          (d)  INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another corporation, partnership, joint venture, trust
     or other enterprise against any such expense, liability or loss, whether or
     not the Corporation would have the power to indemnify such person against
     such expense, liability such person against such expense, liability or loss
     under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

          Section 1.    These Bylaws may be altered or repealed at any regular
     meeting of the stockholders or of the Board of Directors or at any special
     meeting of the stockholders or of the Board of Directors if notice of such
     alteration or repeal be contained in the notice of such special meeting.

EX-3.83

                                                                    Exhibit 3.83



                           ARTICLES OF INCORPORATION

                                      OF

                         ALTA LOMA ENTERTAINMENT, INC.


     FIRST: The name of the corporation is Alta Loma Entertainment, Inc.

     SECOND: The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

     THIRD: The name of this corporation's initial agent for service of process
in the State of California is:

                             C T CORPORATION SYSTEM

     FOURTH: The total number of shares which the corporation is authorized to
issue is one thousand (1000); all of such shares shall be without par value.

     FIFTH: The name and address of each person appointed to act as initial
director is as follows:

          NAME                                    ADDRESS

          Christie Hefner                         680 N. Lake Shore Drive
                                                  Chicago, IL 60611

          Howard Shapiro                          680 N. Lake Shore Drive
                                                  Chicago, IL 60611



     IN WITNESS WHEREOF, the undersigned have executed these Articles as of this
24th day of March, 1998.


 /s/ Howard Shapiro                               /s/ Christie Hefner
- ----------------------------------                ------------------------------
Howard Shapiro, Director                          Christie Hefner, Director


     We hereby declare that we are the persons who executed the foregoing
Articles of Incorporation which execution is our act and deed.


/s/ Howard Shapiro                                /s/ Christie Hefner
- ----------------------------------                ------------------------------
Howard Shapiro                                    Christie Hefner



                                 A0570693

                                  2104617


                         CERTIFICATE OF AMENDMENT
                                  TO THE
                         ARTICLES OF INCORPORATION



The undersigned certify that:

1.   They are the Vice President and Treasurer and Assistant Secretary of the
     corporation.

2.   The name of the corporation is: AL Entertainment, Inc.

3.   Article One of the Articles of Incorporation of this corporation is amended
     to read as follows: The name of the corporation is AL Entertainment, Inc.

4.   The foregoing amendment has been duly approved by the Board of Directors.

5.   The corporation has issued no shares.

We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

Dated as of August 29, 2001


                                              /s/ Howard Shapiro
                                              ----------------------------------
                                              Howard Shapiro, Vice President and
                                              Secretary


                                              /s/ ROBERT D. CAMPBELL
                                              ----------------------------------
                                              Robert Campbell, Treasurer and
                                              Assistant Secretary

EX-3.84

                                                                    Exhibit 3.84

                          ALTA LOMA ENTERTAINMENT, INC.

                                    * * * * *
                                     BYLAWS
                                    * * * * *
                                    ARTICLE I

                                     OFFICES

     Section I.    The principal executive office shall be located in Beverly
Hills, California.

     Section2.     The corporation may also have offices at such other places
both within and without the State of California as the board of directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                         ANNUAL MEETINGS OF SHAREHOLDERS

     Section I.    All meetings of shareholders for the election of directors
shall be held at such place, either within or without the State of California,
as such place as may be fixed from time to time by the board of directors, or at
such other place either within or without the State of California as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of shareholders for any other purpose may be held at
such time and place, within or without the State of California, as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof. If no other place is stated or fixed, shareholders' meetings shall be
held at the principal executive office of the corporation.

     Section 2.    Annual meeting of shareholders, commencing with the year
1998, shall be held on November 1st, if not a legal holiday, and if a legal
holiday, then on the next secular day following at, or at such other date and
time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting, at which they shall elect by a plurality
vote a board of directors and transact such other business as may properly be
brought before the meeting.

                                        1


     Section 3.    Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each shareholder entitled
to vote there at not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the date of the meeting. Notice may be sent by third-class
mail only if the outstanding shares of the corporation are held of record by 500
or more persons (determined as provided in section 605 of the California General
Corporation Law) on the record date for the shareholders' meeting.

                                   ARTICLE III

                        SPECIAL MEETINGS OF SHAREHOLDERS

     Section I.    Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of California as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

     Section 2.    Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statutes or by the articles of
incorporation, may be called by the president, the board of directors, or the
holders of not less than 10 percent of all the shares entitled to vote at the
meeting and if the corporation has a chairman of the board of directors, special
meetings of the shareholders may be called by the chairman.

     Section 3.    Written or printed notice of a special meeting of
shareholders, stating the time, place and purpose or purposes thereof, shall be
given to each shareholder entitled to vote thereat not less than 10 (or, if sent
by third-class mail, 30) not more than 60 days before the date fixed for the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the corporation are held of record by 500 or more persons (determined as
provided in section 605 of the California General Corporation Law) on the record
date for the shareholders' meeting.

     Section 4.    The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.

                                        2


                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

     Section I.    The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

     Section 2.    If a quorum is present, the affirmative vote of majority of
the shares of stock represented and voting at the meeting (which shares voting
affirmatively also constitute at least a majority of the required quorum), shall
be the act of the shareholders unless the vote of a greater number of voting by
classes is required by law or the articles of incorporation.

     Section 3.    Each outstanding share of stock, having voting power, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholders or by his duly authorized attorney-in-fact. In all
elections for directors, every shareholder entitled to vote shall have the right
to vote, in person or by proxy, the number of shares of stock owned by him for
as many persons as there are directors to be elected, or, upon satisfaction of
the requirements set forth in Section 708 (b) of the California General
Corporation Law, to cumulate the vote of said shares, and give one candidate a
number of votes equal to the number of directors to be elected multiplied by the
number of votes to which the shareholder's shares are normally entitled, or to
distribute the votes on the same principle among as many candidates as he may
see fit. Section 708(b) of the California General Corporation Law provides that
no shareholder shall be entitled to cumulate votes for any candidate for the
office of director unless such candidates' names have been placed

                                        3


in nomination prior to the voting and at least one shareholder has given notice
at the meeting prior to the voting of his intention to cumulate his votes.

     Section 4.    Unless otherwise provided in the articles, any action, except
election of directors, which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Except to fill a
vacancy in the board of directors not filled by the directors, directors may not
be elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of directors. Any election of a director to
fill a vacancy (other than a vacancy created by removal) not filled by the
directors requires the written consent of a majority of the shares entitled to
vote.

                                    ARTICLE V

                                    DIRECTORS

     Section I.    The number of directors shall be two (2). Directors need not
be residents of the State of California nor shareholders of the corporation. The
directors, other than the first board of directors, shall be elected at the
annual meeting of the shareholders, and each director elected shall serve until
the next succeeding annual meeting and until his successor shall have been
elected and qualified. The first board of directors shall hold office until the
first annual meeting of shareholders.

     Section 2.    Unless otherwise provided in the articles of incorporation,
vacancies, except for a vacancy created by the removal of a director, and newly
created directorships resulting from any increase in the number of directors may
be filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Unless
otherwise provided in the articles of incorporation any vacancy created by the
removal of a director shall be filled by the shareholders by the vote of a
majority of the shares entitled to vote at a meeting at which a quorum is
present. Any vacancies, which may be filled by directors and are not

                                        4


filled by the directors, may be filled by the shareholders by a majority of the
shares entitled to vote at a meeting at which a quorum is present.

     Section 3.    The business affairs of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the articles of
incorporation or by these bylaws directed or required to be exercised or done by
the shareholders.

     Section 4.    The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside of the State of
California, at such place or places as they may from time to time determine.

     Section 5.    The board of directors, by the affirmative vote of a majority
of the directors then in office, and irrespective of any personal interest of
any of its members, shall have authority to establish reasonable compensation of
all directors for services to the corporation as directors, officers or
otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section I.    Meetings of the board of directors, regular or special, may
be held either within or without the State of California.

     Section 2.    The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as shall be fixed by the consent in writing of all the directors.

     Section 3.    Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.

     Section 4.    Special meetings of the board of directors may be called by
the president on twenty-four hours' notice to each director, either personally
or by mail or by telephone or by facsimile telecommunication; special meetings
shall be called by the president or secretary in like manner and on like

                                        5


notice on the written request of two directors unless the board consists of only
one director; in which case, special meetings shall be called by the president
or secretary in like manner and on like notice on the written request of the
sole director.

     Section 5.    Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice or waiver of notice of such
meeting.

     Section 6.    When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question. Each nominee for
director, in order to be elected at a meeting, must receive the vote of the
holders of a majority of the stock having power to vote in the election of the
Board of Directors and present in person or represented by proxy at such
meeting.

     Section 7.    Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof.

                                   ARTICLE VII

                               EXECUTIVE COMMITTEE

     Section 1.    The board of directors, by resolution adopted by a majority
of the number of directors fixed by the bylaws or otherwise, may designate two
or more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have an exercise all of the authority
of the board of directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the board of directors at a regular or

                                        6


special meting of the board of directors. The executive committee shall keep
regular minutes of its proceedings and report the same to the board when
required. The board of directors may designate one or more directors as
alternate members of the executive committee. The executive committee shall not
have authority: (1) To approve any action which will also require the
shareholders' approval; (2) To fill vacancies on the board or in any committee;
(3) To fix the compensation of directors for serving on the board or on any
committee; (4) To amend or repeal the bylaws or adopt new bylaws; (5) To amend
or repeal any resolution of the board which by its express terms is not so
amendable or repealable; (6) To make a distribution to the shareholders except
at a rate or in a periodic amount or within a price range determined by the
board; or (7) to appoint other committees of the board or the members thereof.

                                  ARTICLE VIII

                                     NOTICES

     Section 1.    Whenever, under the provisions of the statutes or of the
articles of incorporation or of these bylaws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by facsimile telecommunication. Notice to any
shareholder shall be given at the address furnished by such shareholder for the
purpose of receiving notice. If such address is not given and if no address
appears on the records of the corporation for such shareholder, notice may be
given to such shareholder at the place where the principal executive office of
the corporation is located or by publication at least once in a newspaper of
general circulation in the county in which said principal executive office is
located. If a notice of shareholders' meting is sent by mail it shall be sent by
first-class mail, or, in case the corporation has outstanding shares held of
record by 500 or more persons (determined as provided in Section 605 of the
California General Corporation Law) on the record date for the shareholders'
meeting, notice may be by third-class mail.

                                        7


     Section 2.    Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the articles of
incorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

     Section 1.    The officers of the corporation, except those elected in
accordance with Sec. 210 of the California General Corporation Law, shall be
chosen by the board of directors and shall be a president, a vice-president, a
secretary and a chief financial officer. The board of directors may also choose
additional vice-presidents, and one or more assistant secretaries and assistant
treasurers.

     Section 2.    The board of directors, at its first meeting after each
annual meeting of shareholders, shall choose a president, one or more
vice-presidents, a secretary and a chief financial officer, none of whom need be
a member of the board.

     Section 3.    The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

     Section 4.    The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

     Section 5.    The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.

                                  THE PRESIDENT

     Section 6.    The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of

                                        8


the business of the corporation and shall see that all orders and resolutions of
the board of directors are carried into effect.

     Section 7.    He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

     Section 8.    The vice-president, or if there shall be more than one, the
vice-president in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.    The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary shall have
authority to affix the same to any instrument requiring it, and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

     Section 10.   The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                                        9


                           THE CHIEF FINANCIAL OFFICER

     Section 11.   The chief financial officer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors.

     Section 12.   He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings or when the board of directors so requires, an account of
all his transactions as chief financial officer and of the financial condition
of the corporation.

     Section 13.   If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

     Section 14.   The chief financial officer is, for the purpose of executing
any documents requiring the signature of the "Treasurer," deemed to be the
treasurer of the corporation.

                            THE ASSISTANT TREASURERS

     Section 15.   The assistant treasurers, or, if there shall be more than
one, the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the chief financial officer, perform the
duties and exercise the powers of the chief financial officer and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                                    ARTICLE X

                             CERTIFICATES FOR SHARES

     Section 1.    Every holder of shares in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman or vice-chairman of the board of directors, or the president or a
vice-president and the chief financial officer or an assistant treasurer, or the

                                       10


secretary or an assistant secretary of the corporation, certifying the number of
shares and the class or series of shares owned by him in the corporation. If the
shares of the corporation are classified or if any class of shares has two or
more series, there shall appear on the certificate either (1) a statement of the
rights, preferences, privileges and restrictions granted to or imposed upon each
class or series of shares to be issued and upon the holders thereof; or (2) a
summary of such rights, preferences, privileges and restrictions with reference
to the provisions of the articles and any certificates of determination
establishing the same; or (3) a statement setting forth the office or agency of
the corporation from which shareholders may obtain, upon request and without
charge, a copy of the statement referred to in item (1) heretofore. Every
certificate shall have noted thereon any information required to be set forth by
the California General Corporation Law and such information shall be set forth
in the manner provided by such law.

     Section 2.    Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if such
person were an officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

     Section 3.    The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFER OF SHARES

     Section 4.    Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession,

                                       11


assignment of authority to transfer, a new certificate shall be issued to the
person entitled thereto, and the old certificate cancelled and the transaction
recorded upon the books of the corporation.

                            CLOSING OF TRANSFER BOOKS

     Section 5.    In order that the corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the board may fix, in
advance, a record date, which shall not be more than 60 nor less than 10 days
prior to the date of such meeting nor more than 60 days prior to any other
action.

     A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting
unless the board fixes a new record date for the adjourned meeting, but the
board shall fix a new record date if the meeting is adjourned for more than 45
days from the date set for the original meeting.

                             REGISTERED SHAREHOLDERS

     Section 6.    The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividend, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
California.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1.    Subject to the provisions of the articles of incorporation
relating thereto, if any, dividends may be declared by the board of directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
articles of incorporation and the California General Corporation Law.

                                       12


     Section 2.    Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which is was created.

                                     CHECKS

     Section 3.    All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

     Section 4.    The fiscal year of the corporation shall be the twelve
consecutive months commencing each January 1st and ending each following
December 31st or as may be otherwise fixed by resolution of the board of
directors.

                                      SEAL

     Section 5.    The corporate seal shall have inscribed thereon the name of
the corporation, the date of its incorporation and the words "Corporate Seal,
California". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII

                                   AMENDMENTS

     Section 1.    These bylaws may be altered, amended or repealed or new
bylaws may be adopted (a) at any regular or special meeting of shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by the
affirmative vote of a majority of the board of directors at any regular or
special meting of the board. The board of directors shall not make or alter any
bylaw specifying a fixed number of directors or the maximum or minimum number of
directors

                                       13


and the directors shall not change a fixed board to a variable board or vice
versa in the bylaws. The board of directors shall not change a bylaw, if any,
which requires a larger proportion of the vote of directors for approval than is
required by the California General Corporation Law.

                                  ARTICLE XIII

                            DIRECTORS' ANNUAL REPORT

     Section 1.    The directors shall cause to be sent to the shareholders not
later than 120 days after the close of the fiscal year, an annual report which
shall include a balance sheet as of the closing date of the last fiscal year,
and an income statement of changes in financial position for said fiscal year.
Said annual report shall be accompanied by any report thereon of independent
accountants or, if there is not such report, the certificate of an authorized
officer of the corporation that such statements were prepared without audit from
the books and records of the corporation. This annual report is hereby waived
whenever the corporation shall have less than 100 shareholders as defined in
Section 605 of the California General Corporation Law. Except when said waiver
applies, the annual report shall be sent to the shareholders at least 15 (or if
sent by third class mail, 35) days prior to the date of the annual meeting. The
annual report may be sent by third-class mail only if the corporation has
outstanding shares held by 500 or more persons (as determined by the provisions
of Section 605 of the California General Corporation Law) on the record date for
the shareholders' meeting. In addition to the financial statements included in
the annual report, the annual report of the corporation, if it has more than 100
shareholders as defined in Section 605 of the California General Corporation Law
and if it is not subject to the reporting requirements of Section 13 of the
Securities and Exchange Act of 1934, or exempt from such registration by Section
12(g)(2) of said act, shall also describe briefly: (1) Any transaction
(excluding compensation of officers and directors) during the previous fiscal
year involving an amount in excess of forty thousand dollars ($40,000) (other
than contracts let at competitive bids or services rendered at prices regulated
by law) to which the corporation or its parent or subsidiary was a party and in
which any director or officer of the corporation or of a subsidiary or (if known
to the corporation or its parent or subsidiary) any holder of more than 10
percent of the outstanding voting shares of the corporation had a direct or
indirect material interest, naming such person and stating

                                       14


such person's relationship to the corporation, the nature of such person's
interest in the transaction and, where practicable, the amount of such interest;
provided, that in the case of a transaction with a partnership of which such
person is a partner, only the interest of the partnership need be stated; and
provided further that no such report need be made in the case of transactions
approved by the shareholders under subdivision (a) of Section 310 of the
California General Corporation Law. (2) The amount and circumstances of any
indemnification or advances aggregating more than ten thousand dollars ($10,000)
paid during the fiscal year to any officer or director of the corporation
pursuant to Section 317 of the California General Corporation Law, provided,
that no such report need be made in the case of indemnification approved by the
shareholders under paragraph (2) of subdivision (e) of Section 317 of the
California General Corporation Law.

                                       15

EX-3.85

                                                                    Exhibit 3.85

                          CERTIFICATE OF INCORPORATION

                                       OF

                   PLAYBOY FOREIGN DISTRIBUTION COMPANY, INC.

                                -----------------

     The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the. purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly. Chapter 1, Title 8 of the Delaware code and the
acts amendatory thereof and supplemental thereto, and known, identified and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

     FIRST: The name of the corporation (hereinafter called the "corporation")
is Playboy Foreign Distribution Company, Inc.

     SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 229 South State
Street, City of Dover, County of Kent; and the name of the registered agent of
the corporation in the State of Delaware at such address is The Prentice-Hall
Corporation System, Inc.

     THIRD: The nature of the business and the purposes to be conducted and
promoted by the corporation which shall be in addition to the authority of the
corporation to conduct any lawful business, to promote any lawful purpose, and
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware, are as follows:

               To distribute, purchase, receive, take by grant, gift,
          devise bequest or otherwise, lease, or otherwise acquire,
          own, hold, improve, employ, use and otherwise deal in and
          with real or personal property, including video programming,
          or any interest therein, wherever situated, and to sell,
          convey, lease, exchange, transfer or otherwise dispose of,
          or mortgage or pledge, all or any of its property and
          assets, or any interest therein, wherever situated.

               To engage generally in the real estate business as
          principal, agent, broker, and in any lawful capacity, and
          generally to take, lease, purchase, or otherwise acquire,
          and to own, use, hold, sell, convey, exchange, lease,
          mortgage, work, clear, improve, develop, divide, and
          otherwise handle, manage, operate, deal in and dispose of
          real estate, real property, lands, multiple-dwelling
          structures, houses, buildings and other works and any
          interest or right therein to take, lease, purchase or
          otherwise acquire, and to own, use, hold, sell, convey,
          exchange, hire, lease, pledge,



          mortgage, and otherwise handle, and deal in and dispose of,
          as principal, agent, broker, and in any lawful capacity,
          such personal property, chattels, chattels real, rights,
          easements, privileges, choses in action, notes, bonds,
          mortgages, and securities as may lawfully be acquired, held,
          or disposed of; and to acquire, purchase, sell, assign,
          transfer, dispose of, and generally deal in and with as
          principal, agent, broker, and in any lawful capacity,
          mortgages and other interests in real, personal, and mixed
          properties; to carry on a general construction, contracting,
          building, and realty management business as principal,
          agent, representative, contractor, subcontractor, and in any
          other lawful capacity.

               To carry on a general mercantile, industrial,
          investing, and trading business in all its branches; to
          devise, invent, manufacture, fabricate, assemble, install,
          service, maintain, alter, buy, sell, import, export, license
          as licensor or licensee, lease as lessor or lessee,
          distribute, job, enter into, negotiate, execute, acquire,
          and assign contracts in respect of, acquire, receive, grant,
          and assign licensing arrangements, options, franchises, and
          other rights in respect of, and generally deal in and with,
          at wholesale and retail, as principal, and as sales,
          business, special, or general agent, representative, broker,
          factor, merchant, distributor, jobber, advisor, and in any
          other lawful capacity, goods, wares, merchandise,
          commodities, and unimproved, improved, finished, processed,
          and other real, personal, and mixed property of any and all
          kinds, together with the components, resultants, and
          by-products thereof.

               To apply for, register, obtain, purchase, lease, take
          licenses in respect of or otherwise acquire, and to hold,
          own, use, operate, develop, enjoy, turn to account, grant
          licenses and immunities in respect of, manufacture under and
          to introduce, sell, assign, mortgage, pledge or otherwise
          dispose of, and, in any manner deal with and contra t with
          reference to:

               (a)  inventions, devices, formulae, processes and any
          improvements and modifications thereof;

               (b)  letters patent, patent rights, patented processes,
          copyrights, designs, and similar rights, trademarks, trade
          names, trade symbols and other indications of origin and
          ownership granted by or recognized under the laws of the
          United States of America, the District of Columbia, any
          state or subdivision thereof,

                                        2


          and any commonwealth, territory, possession, dependency,
          colony, possession, agency or instrumentality of the United
          States of America and of any foreign country, and all rights
          connected therewith or appertaining thereunto;

               (c)  franchises, licenses, grant and concessions.

               To guarantee, purchase, take, receive, subscribe for,
          and otherwise acquire, own, hold, use, and otherwise employ,
          sell, lease, exchange, transfer, and otherwise dispose of,
          mortgage, lend, pledge, and otherwise deal in and with,
          securities (which term, for the purpose of this Article
          THIRD, includes, without limitation of the generality
          thereof, any shares of stock, bonds, debentures, notes,
          mortgages, other obligations, and any certificates, receipts
          or other instruments representing rights to receive,
          purchase or subscribe for the same, or representing any
          other rights or interests therein or in any property or
          assets) of any persons, domestic and foreign firms,
          associations, and corporations, and by any government or
          agency or instrumentality thereof; to make payment therefor
          in any lawful manner; and, while owner of any such
          securities, to exercise any and all rights, powers and
          privileges in respect thereof, including the right to vote.

               To make, enter into, perform and carry out contracts of
          every kind and description with any person, firm,
          association, corporation or government or agency or
          instrumentality thereof.

               To acquire by purchase, exchange or otherwise, all, or
          any part of, or any interest in, the properties, assets,
          business and goodwill of any one or more persons, firms,
          associations or corporations heretofore or hereafter engaged
          in any business for which a corporation may now or hereafter
          be organized under the laws of the State of Delaware; to pay
          for the same in cash, property or its own or other
          securities; to hold, operate, reorganize, liquidate, sell or
          in any manner dispose of the whole or any part thereof; and
          in connection therewith, to assume or guarantee performance
          of any liabilities, obligations or contracts of such
          persons, firms, associations or corporations, and to conduct
          the whole or any part of any business thus acquired.

               To lend money in furtherance of its corporate purposes
          and to invest and reinvest its funds from time to

                                        3


          time to such extent, to such persons, farms, associations,
          corporations, governments or agencies or instrumentalities
          thereof, and on such terms and on such security, if any, as
          the Board of Directors of the corporation may determine.

               To make contracts of guaranty and suretyship of all
          kinds and endorse or guarantee the payment of principal,
          interest or dividends upon, and to guarantee the performance
          of sinking fund or other obligations of, any securities, and
          to guarantee in any way permitted by law the performance of
          any of the contracts or other undertakings in which the
          corporation may otherwise be or become interested, of any
          persons, firm, association, corporation, government or
          agency or instrumentality thereof, or of any other
          combination, organization or entity whatsoever.

               To borrow :money without limit as to amount and at such
          rates of interest as it may determine; from time to time to
          issue and sell its own securities, including its shares of
          stock, notes, bonds, debentures, and other obligations, in
          such amounts, on such terms and conditions, for such
          purposes and for such prices, now or hereafter permitted by
          the laws of the State of Delaware and by this certificate of
          incorporation, as the Board of Directors of the corporation
          may determine; and to secure any of its obligations by
          mortgage, pledge or other encumbrance of all or any of its
          property, franchises and income.

               To be a promoter or manager of other corporations of
          any type or kind; and to participate with others in any
          corporation, partnership, limited partnership, joint
          venture, or other association of any kind, or in any
          transaction, undertaking or arrangement which the
          corporation would have power to conduct by itself, whether
          or not such participation involves sharing or delegation of
          control with or to others.

               To draw, make, accept, endorse, discount, execute, and
          issue promissory notes, drafts, bills of exchange, warrants,
          bonds, debentures, and other negotiable or transferable
          instruments and evidences of indebtedness whether secured by
          mortgage or otherwise, as well as to secure the same by
          mortgage or otherwise, so far as may be permitted by the
          laws of the State of Delaware.

                                        4


               To purchase, receive, take, reacquire or otherwise
          acquire, own and hold, sell, lend, exchange, reissue,
          transfer or otherwise dispose of, pledge, use, cancel, and
          otherwise deal in and with its own shares and its other
          securities from time to time to such an extent and in such
          manner and upon such terms as the Board of Directors of the
          corporation shall determine; provided that the corporation
          shall not use its funds or property for the purchase of its
          own shares of capital stock when its capital is impaired or
          when such use would cause any impairment of its capital,
          except to the extent permitted by law.

               To organize, as an incorporator, or cause to be
          organized under the laws of the State of Delaware, or of any
          other State of the United States of America, or of the
          District of Columbia, or of any commonwealth, territory,
          dependency, colony, possession, agency, or instrumentality
          of the United States of America, or of any foreign country,
          a corporation or corporations for the purpose of conducting
          and promoting any business or purpose for which corporations
          may be organized, and to dissolve, wind up, liquidate, merge
          or consolidate any such corporation or corporations or to
          cause the same to be dissolved, wound up, liquidated, merged
          or consolidated.

               To conduct its business, promote its purposes, and
          carry on its operations in any and all of its branches and
          maintain offices both within and without the State of
          Delaware, in any and all States of the United States of
          America, in the District of Columbia, and in any or all
          commonwealths, territories, dependencies, colonies,
          possessions, agencies, or instrumentalities of the United
          States of America and of foreign governments.

               To promote and exercise all or any part of the
          foregoing purposes and powers in any and all parts of the
          world, and to conduct its business in all or any of its
          branches as principal, agent, broker, factor, contractor,
          and in any other lawful capacity, either alone or through or
          in conjunction with any corporations, associations,
          partnerships, firms, trustees, syndicates, individuals,
          organizations, and other entities in any part of the world,
          and, in conducting its business and promoting any of its
          purposes, to maintain offices, branches and agencies in any
          part of the world, to make and perform any contracts and to
          do any acts and things, and to carry on any business, and to
          exercise any powers and privileges suitable, convenient, or

                                        5


          proper for the conduct, promotion, and attainment of any of
          the business and purposes herein specified or which at any
          time may be incidental thereto or may appear conducive to or
          expedient for the accomplishment of any of such business and
          purposes and which might be engaged in or carried on by a
          corporation incorporated or organized under the General
          Corporation Law of the State of Delaware, and to have and
          exercise all of the powers conferred by the laws of the
          State of Delaware upon corporations incorporated or
          organized under the General Corporation Law of the State of
          Delaware.

     The foregoing provisions of this Article THIRD shall be construed both as
purposes and posers and each as an independent purpose and power. The foregoing
enumeration of specific purposes and powers shall not be held to limit or
restrict in any manner the purposes and powers of the corporation, and the
purposes and powers herein specified shall, except when otherwise provided in
this Article THIRD, be in no wise limited or restricted by reference to, or
inference from, the terms of any provision of this or any other Article of this
certificate of incorporation; provided, that the corporation shall not conduct
any business, promote any purpose, or exercise any power or privilege within or
without the State of Delaware which, under the laws thereof, the corporation may
not lawfully conduct, promote, or exercise.

     FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is 1,000. The par value of each of such shares is $1.00.
All such shares are of one class and are shares of Common Stock

     Each share of stock of the corporation shall entitle the holder thereof to
a preemptive right, for a period of thirty days, to subscribe for, purchase, or
otherwise acquire any shares of stock of the same class of the corporation or
any equity and/or voting shares of stock of any class of the corporation which
the corporation proposes to issue or any rights or options which the corporation
proposes to grant for the purchase of shares of stock of the same class of the
corporation or of equity and/or voting shares of any class of stock of the
corporation or for the purchase of any shares of stock, bonds, securities, or
obligations of the corporation which are convertible into or exchangeable for,
or which carry any rights, to subscribe for, purchase, or otherwise acquire
shares of stock of the same class of the corporation or equity and/or voting
shares of stock of any class of the corporation, whether now or hereafter
authorized or created, whether having unissued or treasury status, and whether
the proposed issue, reissue, transfer, or grant is for cash, property, or any
other lawful consideration; and after the expiration of said thirty days, any
and all of such shares or stock, rights, options, bonds, securities or
obligations of the corporation may be issued, reissued, transferred, or granted
by the Board of Directors, as the case away be, to such persons, firms,
corporations and associations, and for such lawful consideration, and on such
terms, as the Board of Directors in its discretion may determine. As used
herein, the terms "entity shares" and "voting shares" shall mean, respectively,
shares of stock which confer unlimited dividend

                                        6


rights and shares of stock which confer unlimited voting rights is the election
of one or more directors.

     FIFTH: The name and the mailing address of the incorporator are as follows:

    NAME                                              MAILING ADDRESS
    ----                                              ---------------
 Dale C. Gordon                                       919 N. Michigan Avenue
                                                      Chicago, Illinois 60611

     SIXTH: The corporation is to have perpetual existence.

     SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

     EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation and regulation
of the powers of the corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:

          1.   The management of the business and the conduct of the
     affairs of the corporation shall be vested in its Board of Directors.
     The number of directors which shall constitute the whole Board of
     Directors shall be fixed by, or in the manner provided in, the
     By-Laws. The phrase "whole Board" and the phrase "total number of
     directors" shall be deemed to have the same meaning, to wit, the total
     number of directors which the corporation would have if there were no
     vacancies. No election of directors need be by written ballot.

          2.   After the original or other By-Laws of the corporation have
     been adopted, amended, or repealed, as the case may be, in accordance

                                        7


     with the provisions of Section 109 of the General Corporation Law of
     the State of Delaware, and, after the corporation has received any
     payment for any of its stock, the power to adopt, amend, or repeal the
     By-Laws of the corporation may be exercised by the Board of Directors
     of the corporation; provided, however, that any provision for the
     classification of directors of the corporation for staggered terms
     pursuant to the provisions of subsection (d) of Section 141 of the
     General Corporation Law of the State of Delaware shall be set forth in
     an initial By-Law or in a By-Law adopted by the stockholders entitled
     to vote of the corporation unless provisions for such classification
     shall be set forth in this certificate of incorporation.

          3.   Whenever the corporation shall be authorized to issue only
     one class of stock, each outstanding share shall entitle the holder
     thereon to notice of, and the right to vote at, any meeting of
     stockholders. Whenever the corporation shall be authorized to issue
     more than one class of stock, no outstanding share of any class of
     stock which is denied voting power under the provisions of the
     certificate of incorporation shall entitle the holder thereof to the
     right to vote at any meeting of stockholders except as the provisions
     of paragraph (c)(2) of section 242 of the General Corporation Law of
     the State of Delaware shall otherwise require; provided, that no share
     of any such class which is otherwise denied voting power shall entitle
     the holder thereof to vote upon the increase or decrease in the number
     of authorized shares of said class.

     NINTH: The corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     TENTH: From time to time any of the provisions of this certificate of
incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article TENTH.

Signed on January 3, 1984.

                                         /s/ Dale C. Gordon
                                         --------------------------------------
                                         Incorporator

                                        8


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                   PLAYBOY FOREIGN DISTRIBUTION COMPANY, INC.

a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of PLAYBOY FOREIGN
DISTRIBUTION COMPANY, INC. resolutions were duly adopted setting forth a
proposed amendment of the Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:

     RESOLVED, that the Certificate of Incorporation of this corporation be
     amended by changing the Article thereof numbered "First" so that, as
     amended said Article shall be and read as follows:

     "The name of the corporation is Playboy Programming Foreign
     Distribution Company, Inc.


SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation law
of the state of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.

IN WITNESS WHEREOF, said PLAYBOY PROGRAMMING FOREIGN COMPANY, INC.

has caused this certificate to be signed by

          Dale C. Gordon            its Vice President
and       Howard Shapiro            its Assistant Secretary

This 7th day of March, 1985.



                                         By:     /s/ Dale C. Gordon
                                                 ------------------
                                                 Vice President

                                         Attest: /s/ Howard Shapiro
                                                 -------------------
                                                 Assistant Secretary

                                        2


                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

             PLAYBOY PROGRAMMING FOREIGN DISTRIBUTION COMPANY, INC.

     PLAYBOY PROGRAMMING FOREIGN DISTRIBUTION COMPANY, INC., a Delaware
corporation (the "Corporation'), pursuant to Section 242 of the General
Corporation Law of the State of Delaware, hereby certifies that:

     FIRST: On May 31, 1991, the Board of Directors of the Corporation adopted
the following resolution setting forth and recommending a proposed amendment to
the Certificate of Incorporation of the Corporation:

     RESOLVED, that the Board of Directors deems it advisable, and the
     Board hereby recommends, that the Certificate of Incorporation of the
     Corporation be amended by amending Article 1. and by deleting Articles
     2. and 10. and inserting in lieu thereof new Articles 2. and 10. and
     by adding a new Article 11., which Articles shall read in their
     entirety as follows:

               "1. FIRST. The name of the corporation is Impulse
          Productions, Inc.

               2. SECOND. The address, including the number, street,
          city and county, of the registered office of the corporation
          in the State of Delaware is 32 Loockerman Square, Suite
          L-100, City of Dover, County of Kent; and the name of the
          registered agent of the Corporation in the State of Delaware
          at such address is The Prentice-Hall Corporation System,
          Inc.

               10. TENTH. A director of the corporation shall not be
          personally liable to the corporation or its stockholders for
          monetary damages for breach of fiduciary duty as a director,
          except for liability (i) for any breach of the director's
          duty of loyalty to the corporation or its stockholders, (ii)
          for acts or omissions not in good faith or which involve
          intentional misconduct or a knowing



          violation of law, (iii) under Section. 174 of the Delaware
          General Corporation Law, or (iv) for any transaction from
          which the director derived an improper personal benefit. If
          the Delaware General Corporation Law is amended after
          approval by the stockholders of this article to authorize
          corporation action further eliminating or limiting the
          personal liability of directors, then the liability of a
          director of the corporation shall be eliminated or limited
          to the fullest extent permitted by the Delaware General
          Corporation Law, as so amended.

               Any repeal or modification of the foregoing paragraph
          by the stockholders of the corporation shall not adversely
          affect any right or protection of a director of the
          corporation existing at the time of such repeal or
          modification.

               11. ELEVENTH. From time to time any of the provisions
          of this Certificate of Incorporation may be amended, altered
          or repealed, and other provisions authorized by the laws of
          the State of Delaware at the time in force may be added or
          inserted in the manner and at the time prescribed by said
          laws, and all rights at any time conferred upon the
          stockholders of the Corporation by this Certificate of
          Incorporation are granted subject to the provisions of this
          Article ELEVENTH."

     SECOND: Thereafter the foregoing proposed amendment was approved by the
written consent of the sole stockholder of the Corporation pursuant to Section
228(a) of the General Corporation Law of the State of Delaware.

     THIRD: The foregoing amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

                                        2


     IN WITNESS WHEREOF, PLAYBOY PROGRAMMING FOREIGN DISTRIBUTION COMPANY, INC.
has caused this Certificate of Amendment to be duly executed this 31st day of
May, 1991.


                                           PLAYBOY PROGRAMMING FOREIGN
                                           DISTRIBUTION COMPANY (a Delaware
                                           corporation)


                                           By /s/ Dale C. Gordon
                                              ----------------------------------
                                              Dale C. Gordon
                                              Vice President and Secretary

ATTEST:


/s/ Howard Shapiro
- ------------------------------
Howard Shapiro
Assistant Secretary

                                        3


                    CERTIFICATE OF CHANGE OF REGISTERED AGENT

                                       AND

                                REGISTERED OFFICE

     Impulse Productions, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     The present registered agent of the corporation is The Prentice-Hall
Corporation System, Inc., 32 Loockerman Sq., Suite L-100, Dover, DE 19901 and
the present registered office of the corporation is in the county of Kent.

     The Board of Directors of Impulse Productions, Inc. adopted the following
resolution on the 20th day of May, 1994.

     Resolved, that the registered office of Impulse Productions, Inc. in the
state of Delaware be and it hereby is changed to Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle, and the
authorization of the present register agent of this corporation be and the same
is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby
constituted and appointed the registered agent of this corporation at the
address of its registered office.

     IN WITNESS WHEREOF, Impulse Productions, Inc. has caused this statement to
be signed by Howard Shapiro, its Vice President, and attested by Irma
Villarreal, its Secretary this 20th day of May, 1994.


                                            By /s/ Howard Shapiro
                                               ---------------------------------
                                               Howard Shapiro, Vice President

ATTEST:

By /s/ Irma Villarreal
   -----------------------------------
   Irma Villarreal, Secretary

EX-3.86

                                                                    Exhibit 3.86

                            IMPULSE PRODUCTIONS, INC.

                                     -o-0-o

                                     BYLAWS

                                     -o-0-o

                                    ARTICLE I

                                     OFFICES

          Section 1.     The principal office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

          Section 2.     The corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          Section 1.     Meetings of the stockholders, commencing with the year
1990, shall be held at such place, either within or without the State of
Delaware, as may be fixed from time to time, by the Board of Directors, and as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

          Section 2.     Annual meetings of stockholders, commencing with the
year 1990, shall be held on the second Saturday of November, if not a legal
holiday, and if a legal holiday, then the next secular day following, at which
meetings they shall elect by a plurality



vote of Board of Directors, and transact such other business as may properly be
brought before the meeting.

          Section 3.     The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

          Section 4.     Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

          Section 5.     Whenever stockholders are required or permitted to take
any action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the Meeting is called. The
written notice of any meeting shall be given to

                                        2


each stockholder entitled to vote at any such meeting not less than ten nor more
than sixty days before-the date of the meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.

          Section 6.     Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

          Section 7.     The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

          Section 8.     When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question. brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question. Each nominee for
director, in order to be elected at a meeting, must receive the vote of the
holders of a majority of the stock having power

                                        3


to vote in the election of the Board of Directors and present in person or
represented by proxy at such meeting.

          Section 9.     Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
capital stock having voting power held by such stockholder, but no proxy shall
be valid unless it provides that it may only be voted on at a specific meeting
of stockholders or any adjournment or adjournments thereof; except where the
transfer books of the Corporation have been closed or a date has been fixed as a
record date for the determination of its stockholders entitled to vote, no share
of stock shall be voted on at any election for directors which has been
transferred on the books of the Corporation within twenty days next preceding
such election for directors.

          Section 10.    Unless otherwise provided in the Certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or to an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by

                                        4


less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

          Section 1.     The number of directors which shall constitute the
whole Board shall be such number, not less than one nor more than four, as may
be determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

          Section 2.     Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, and the
directors so chosen shall hold office until the next annual election and until
their successors are duly elected and shall qualify, unless sooner displaced.

          Section 3.     The business of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

          Section 4.     Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.

                                        5


                       MEETINGS OF THE BOARD OF DIRECTORS

          Section 5.     The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

          Section 6.     The first meeting of each newly elected Board of
Directors shall be held without other notice than this Bylaw, immediately after,
and at the same place, as the annual meeting of stockholders.

          Section 7.     Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

          Section 8.     Special meetings of the Board may be called by the
President on twenty-four hours' notice to each director, either personally, by
telegram or by facsimile, or on five days' notice by mail; special meetings
shall be called by the President or Secretary in like manner and on like notice
on the written request of two directors.

          Section 9.     At all meetings of the Board, a majority of the number
of directors who have been elected and are then serving in such capacity, but in
no event less than one-third of the total number of authorized directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the Certificate of Incorporation.

          If a quorum shall not be present at any meeting of the Board of
Directors the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

                                        6


          Section 10.    Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceeding of the Board or
committee.

          Section 11.    Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all -persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

          Section 12. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which, to the extent
provided in the resolution and permitted by law, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

          Section 13.    Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

                                        7


                            COMPENSATION OF DIRECTORS

          Section 14.    The directors may be paid. their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary a
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.- Members
of special or standing committees. may be allowed like compensation for
attending committee meetings.

                                   ARTICLE IV

                                     NOTICES

          Section 1.     Notice to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

          Section 2.     Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

          Section 1.     The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. The Board of Directors may also choose additional Vice Presidents,
and one or more Assistant Secretaries and Assistant Treasurers. Two or more
offices may be held by the same person.

                                        8


          Section 2.     The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, a Vice President, a
Secretary and a Treasurer, and may choose one or more additional Vice Presidents
and one or more Assistant Secretaries and Assistant Treasurers.

          Section 3.     The Board of Directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

          Section 4.     The Board of Directors shall be responsible for
establishing the compensation and employee benefit policies and programs of the
Corporation.

          Section 5.     The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by' the Board of Directors.

                                  THE PRESIDENT

          Section 6.     The President shall be the chief executive officer of
the Corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall have the general powers and
duties of management usually vested in the chief executive officer of
corporations.

                               THE VICE PRESIDENTS

          Section 7.     In the election of officers, the Board of Directors may
designate one of the Vice Presidents as an Executive Vice President-and one or
more of the Vice

                                        9


Presidents as a Senior Vice President. In the absence or inability or refusal to
act of the President, the duties of such office shall be performed by one of the
Vice Presidents, acting singly in the following order in the absence or
inability or refusal to act of their respective designated predecessors:

               (a)  The Executive Vice President, if any;

               (b)  The Senior Vice Presidents, if any, in the order designated
          by the Board of Directors or, in the absence of any designation, then
          in the order of their election;

               (c)  All other Vice Presidents in the order designated by the
          Board of Directors or, in the absence of any designation, then in the
          order of their election. Each Vice President when performing the
          duties of the President shall have all the powers of and be subject to
          all the restrictions upon the President. Each Vice President may sign,
          with the Secretary or an Assistant Secretary, certificates for shares
          of the Corporation and shall perform such other duties as may be
          assigned to him from time to time by the President or by the Board of
          Directors.

                     THE SECRETARY-AND ASSISTANT SECRETARIES

          Section 8.     The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the

                                       10


Corporation and he, or an Assistant Secretary, shall have authority to affix the
same to any instrument requiring it and when so affixed, it may be attested by
his signature or by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.

          Section 9.     The Assistant Secretary, or if there be more than one,
the Assistant Secretaries in the order determined by the Board of Directors,
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

          Section 10.    The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all monies
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

          Section 11.    He shall disburse the funds of the Corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

          Section 12.    If required by the Board of Directors, he shall give
the Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration

                                       11


to the Corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.

          Section 13.    The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other. powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

          Section 1.     Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the Corporation by,
the President or Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
corporation.

          Section 2.     The signatures on any stock certificate of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or

                                       12


signatures have been used thereon had not ceased to be such officer or officers
of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

          Section 3.     The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against" any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

          Section 4.     Upon surrender to the Corporation or the transfer agent
I of the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                     CLOSING OF TRANSFER BOOKS; RECORD DATE

          Section 5.     The Board of Directors may fix in advance a date, not
exceeding sixty days or less than ten days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when

                                       13


any change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock shall go
into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting, and any adjournment thereof, or entitled to receive
payment of such dividend, or to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of capital stock,
or to give such consent, and in such case such stockholders and only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.

                             REGISTERED STOCKHOLDERS

          Section 6.     The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                       14


                                   ARTICLE VII

                          GENERAL PROVISIONS DIVIDENDS

          Section 1.     Dividends upon the capital stock of the Corporation,
subject to the provisions of the- Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of capital
stock, subject to the provisions of the Certificate of Incorporation.

          Section 2.     Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

          Section 3.     All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

          Section 4.     The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

          Section 5.     The corporate seal shall be circular in form with the
name "IMPULSE PRODUCTIONS, INC. " at top, "Delaware" at the bottom and the words
"Corporate Seal" in the center. Pursuant to the General Corporation Law of
Delaware, the Corporation may

                                       15


use such seal by causing it or a facsimile thereof to be impressed or affixed,
or reproduced, or otherwise, and which corporate seal may be altered at
pleasure.

                    INDEMNIFICATION OF DIRECTORS-AND OFFICERS

          Section 6.

               (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a
          party or is threatened to be made a party to or is involved in any
          action, suit or proceeding, whether civil, criminal, administrative or
          investigative (hereinafter a "proceeding"), by reason of the fact that
          he or she, or a person of whom he or she is the legal representative,
          is or was a director or officer of the Corporation or is or was
          serving at the request of the Corporation as a director, officer,
          employee or agent of another corporation or of a partnership, joint
          venture, trust or other enterprise, including service with respect to
          employee benefit plans, whether the basis of such proceeding is
          alleged action in an official capacity as a director, officer,
          employee or agent or in any other capacity while serving as a
          director, officer, employee or agent, shall be indemnified and held
          harmless by the Corporation to the fullest extent authorized by the
          Delaware General Corporation Law, as the same exists or may hereafter
          be amended (but, in the case of any such amendment, only to the extent
          that such amendment permits the Corporation to provide broader
          indemnification rights than said law permitted the Corporation to
          provide prior to such amendment) against all expense, liability and
          loss (including attorneys' fees, judgments, fines, ERISA excise taxes
          or penalties and amounts paid to be paid in settlement) reasonably
          incurred or suffered by such person in connection therewith and such
          indemnification shall continue as to a person who

                                       16


          has ceased to be a director, officer, employee or agent and shall
          inure to the benefit of his or her heirs, executors and
          administrators; provided, however, that except as provided in
          Paragraph (b) hereof, the Corporation shall indemnify any such person
          seeking indemnification in connection with a proceeding (or part
          thereof) initiated by such person only if such proceeding (or part
          thereof) was authorized by the Board of Directors of the Corporation.
          The right to indemnification conferred in this section shall be a
          contract right and shall include the right to be paid by the
          Corporation the expenses incurred in defending any such proceeding in
          advance of its final disposition; provided, however, that if the
          Delaware General Corporation Law requires, the payment of such
          expenses incurred by a director or officer in his or her capacity as a
          director or officer (and not in any other capacity in which service
          was or is rendered by such person while a director or officer
          including, without limitation, service to an employee benefit plan) in
          advance of the final disposition of a proceeding, shall be made only
          upon delivery to the Corporation of an undertaking, by or on behalf of
          such director or officer, to repay all amounts so advanced if it shall
          ultimately be determined that such director or officer is not entitled
          to be indemnified under this Section or otherwise.

                         (b)  RIGHT OF CLAIMANT TO BRING SUIT. If a claim under
          Paragraph (a) of this Section is not paid in full by the Corporation
          within ninety days after a written claim has been received by the
          Corporation, the claimant may at any time thereafter bring suit
          against the Corporation to recover the unpaid amount of the claim and,
          if successful in whole or in part, the claimant shall be

                                       17


          entitled to be paid also the expense of prosecuting such claim. It
          shall be a defense to any such action (other than an action brought to
          enforce a claim for expenses incurred in defending any proceeding in
          advance of its final disposition where the required undertaking, if
          any is required, has been tendered to the Corporation) that the
          claimant has not met the standards of conduct which make it
          permissible under the Delaware General Corporation Law for the
          Corporation to indemnify the claimant for the amount claimed, but the
          burden of proving such defense shall be on the Corporation. Neither
          the failure of the Corporation (including its Board of Directors,
          independent legal counsel, or its stockholders) to have made a
          determination prior to the commencement of such action that
          indemnification of the claimant is proper in the circumstances because
          he or she has met the applicable standard of conduct set forth in the
          Delaware General Corporation Law, nor an actual determination by the
          Corporation (including its Board of Directors, independent legal
          counsel, or its stockholders) that the claimant has not met such
          applicable standard -of conduct, shall be a. defense to the action or
          create a presumption that the: claimant has not met the applicable
          standard of conduct.

                         (c)  NON-EXCLUSIVITY OF RIGHTS. The right to
          indemnification and payment of expenses incurred in defending
          proceeding in advance of its final disposition conferred in this
          section shall not be exclusive of any other right which any person may
          have or hereafter acquired under any statute, provision of the
          Certificate of Incorporation, Bylaw, agreement, vote of stockholders
          or disinterested directors or otherwise.

                                       18


                         (d)  INSURANCE. The Corporation may maintain insurance,
          at its expense, to protect itself and any director, officer, employee
          or agent of the Corporation or another corporation., partnership,
          joint venture, trust or other enterprise against any such expense,
          liability or loss, whether or not the Corporation would have the
          power' to indemnify such person against such expense, liability or
          loss under the Delaware General Corporation Law.

                                  ARTICLE VIII

                                   AMENDMENTS

          Section 1.     These Bylaws may be altered or repealed at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board- of Directors if notice of such
alteration or repeal be contained in the notice of such special meeting.

                                       19

EX-3.87

                                                                    Exhibit 3.87

                                  FORM B C A-47

            BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ
                 CAREFULLY THE INSTRUCTIONS ON THE BACK THEREOF

                   (THESE ARTICLES MUST BE FILED IN DUPLICATE)


STATE OF ILLINOIS,     )
                       ) ss.
COOK COUNTY            )

TO MICHAEL J. HOWLETT, Secretary of State


The undersigned,



                                                   Address
Name                Number   Street                City        State
- ------------------------------------------------------------------------------
                                                   
James A. Parker     208      S. LaSalle Street,    Chicago,    Illinois 60604


being one or more natural persons of the age of twenty-one years or more or a
corporation, and having subscribed to shares of the corporation to be organized
pursuant hereto, for the purpose of forming a corporation under "The Business
Corporation Act" of the State of Illinois, do hereby adopt the following
Articles of Incorporation:

                                   ARTICLE ONE

The name of the corporation hereby incorporated is: Playboy Franchising, Inc.

                                   ARTICLE TWO

The ADDRESS of its initial registered office in the State of Illinois is:
919 N. Michigan Ave., in the City of Chicago (60611) County of Cook and the NAME
of its initial Registered Agent at SAID address is: William H. Klein.

                                  ARTICLE THREE



The duration of the corporation is:    Perpetual

                                  ARTICLE FOUR

          The purpose or purposes for which the corporation is organized are:

          To apply for, secure, obtain, register, purchase, create, lease or
otherwise acquire and to hold, use, own, operate and introduce, and to sell,
assign, lease on royalty or otherwise dispose of, any trademarks, service marks
and trade names, copyrights, labels and designs, letters patent, patent rights,
patent applications, inventions, improvements, processes, formulas, and any
licenses or grants with respect to any one or more of the foregoing; to use,
exercise, develop, grant licenses and territorial rights in respect of, sell, or
otherwise turn to account any such trademarks, service marks, trade names,
copyrights, labels, designs, patents, applications, processes, formulas and
inventions or the like, or any such property or rights, including the goodwill
of any thereof; to supervise or otherwise exercise such control over its said
licensees and the business conducted by them as may be agreed upon its contracts
with such licensees for the protection of its rights, and to secure to it the
payment of agreed royalties or other considerations; and to manufacture, buy,
sell, or deal in any article produced as the result or through the use of, any
such property or property interests, or any articles of any description used, or
suitable to be used in connection therewith.

          Without limiting the foregoing purposes, to manufacture, buy, sell,
lease, trade, distribute, perform all nature of services with respect to and
generally deal in goods, wares and merchandise and to acquire, lease, own, use,
convey and otherwise dispose of and deal in real property or any interest
therein.

                                  ARTICLE FIVE

PARAGRAPH 1: The aggregate number of shares which the corporation is 10,000,
divided into ONE classes. The designation of each class, the number of shares of
each class, and the par value, if any, of the shares of each class, or a
statement that the shares of any class are without par value, are as follows:



 Class     Series     Number of    Par value per share or statement that shares
          (If any)      Shares                are without par value
                                          
Common      None        10,000                     No par value


PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are: None

                                     Page 2


                                   ARTICLE SIX

          The class and number of shares which the corporation proposes to issue
without further report to the Secretary of State, and the consideration
(expressed in dollars) to be received by the corporation therefor, are:



 Class of shares     Number of shares            Total consideration to be
                                                     received therefor:
                                                   
     Common                10                            $ 1,000.00
                                                         $


                                  ARTICLE SEVEN

          The corporation will not commence business until at least one thousand
dollars has been received as consideration for the issuance of shares.

                                  ARTICLE EIGHT

          The number of directors to be elected at the first meeting of the
shareholders is: three

                                  ARTICLE NINE

PARAGRAPH 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $__________
PARAGRAPH 2: It is estimated that the value of the property to be located within
the State of Illinois during the following year will be $__________
PARAGRAPH 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $__________
PARAGRAPH 4: It is estimated that the gross amount of business which will be
transacted at or from places of businss in the State of Illinois during the
following year will be $__________

          NOTE: If all the property of the corporation is to be located in this
State and all of its business is to be transacted at or from places of business
in this State, or if the incorporators elect to pay the initial franchise tax on
the basis of its entire stated capital and paid-in surplus, then the information
called for in Article Nine need not be stated.

                                     Page 3


                                  /s/ James A. Parker
                                  -------------------------
                                  James A. Parker
                                  -------------------------

                                  -------------------------
                                                              Incorporators
                                  -------------------------   Signatures

                                  -------------------------

                                  -------------------------

                                  -------------------------

     NOTE: There may be one or more incorporators. Each incorporator shall be
either a corporation, domestic or foreign, or a natural person of the age of
twenty-one years or more. If a corporation acts as incorporator, the name of the
corporation and state of incorporation shall be shown and the execution must be
by its President or Vice-President and verified by him, and the corporate seal
shall be affixed and attested by its Secretary or an Assistant Secretary.

                             OATH AND ACKNOWLEDGMENT

STATE OF ILLINOIS
                      ss.
Cook County

          I, Betty J. Daum, a Notary Public, do hereby certify that on the 1st
day of Nov., 1976 James A. Parker personally appeared before me and being first
duly sworn by me acknowledged the signing of the foregoing document in the
respective capacities therein set forth and declared that the statements therein
contained are true.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year above written.


[SEAL]                           /s/ Betty J. Daum
                                 ----------------------------------
                                       Notary Public

                                     Page 4



                                          JIM EDGAR
                                      SECRETARY OF STATE
                                      STATE OF ILLINOIS

                                    ARTICLES OF AMENDMENT


Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adtopts these Articles of Amendment to its
Articles of Incorporation.

ARTICLE ONE      The name of the corporation is Playboy Franchising, Inc.
                                                                        (NOTE 1)

ARTICLE TWO      The following amendment of the Articles of Incorporation was
                 adopted on November 11, 1988 in the manner dictated below. ("X"
                 one box only.)

             / / By a majority of the incorporators, provided no directors were
                 named in the articles of incorporation and no directors have
                 been elected, or by a majority of the board of directors, in
                 accordance with Section 10.10, the corporation having issued no
                 shares as of the time of adoption of this amendment;
                                                                        (NOTE 2)

             / / By a majority of the board of directors, in accordance with
                 Section 10.15, shares having been issued but shareholder action
                 not being required for the adoption of the amendment;
                                                                        (NOTE 3)

             / / By the shareholders, in accordance with Section 10.20, a
                 resolution of the board of directors having been duly adopted
                 and submitted to the shareholders. At a meeting of
                 shareholders, not less than the minimum number of votes
                 required by statute and by the articles of incorporation were
                 voted in favor of the amendment;
                                                                        (NOTE 4)

             / / By the shareholders, in accordance with Sections 10.20 and
                 7.10, a resolution of the board of directors having been duly
                 adopted and submitted to the shareholders. A consent in writing
                 has been signed by shareholders having not less than the
                 minimum number of votes required by statute and by the articles
                 of incorporation. Shareholders who have not consented in
                 writing have been given notice in accordance with Section 7.10;
                                                                        (NOTE 4)

             /X/ By the shareholders, in accordance with Sections 10.20 and
                 7.10, a resolution of the board of directors have been duly
                 adopted and submitted to the shareholders. A consent in writing
                 has been signed by all the shareholders to vote on the
                 amendment.
                                                                        (NOTE 4)

                      (INSERT AMENDMENT)          SEE PAGE 2

(ANY ARTICLE BEING AMENDED IS REQUIRED TO BE SET FORTH IN ITS ENTIRETY.)
(SUGGESTED LANGUAGE FOR AN AMENDMENT TO CHANGE THE CORPORATE NAME IS: RESOLVED,
THAT THE ARTICLES OF INCORPORATION BE AMENDED TO READ AS FOLLOWS:)

                                    NO CHANGE
- --------------------------------------------------------------------------------
                                   (NEW NAME)

                 All changes other than name, include on page 2
                                     (over)

                                     Page 5


                                     PAGE 2
                                   RESOLUTION

          "RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by deleting Article 4., and inserting in lieu thereof a new Article 4.
which Article shall read in its entirety as follows:

          4. The purpose or purposes for which the Corporation is organized are
          for the transaction of any and all lawful business or purposes for
          which corporations may be incorporated under the Illinois Business
          Corporation Law of 1983."

                                     Page 6


                                     PAGE 3

ARTICLE THREE  The manner in which any exchange reclassification or
               cancellation of issued shares, or a reduction of the number of
               authorized shares of any class below the number of issued shares
               of that class, provided for or effected by this amendment is as
               follows: (IF NOT APPLICABLE, INSERT "NO CHANGE")

                    No Change

ARTICLE FOUR   (a) The manner in which said attachment affects a
               change to the amount of paid-in capital (Paid-in capital replaces
               the terms Stated Capital and Paid-in Surplus and is equal to the
               total of these accounts) is as follows: (IF NOT APPLICABLE,
               INSERT "NO CHANGE")

                    No Change

               (b) The amount of paid-in capital (Paid-in Capital replaces the
               terms Stated Capital and Paid-in Surplus and is equal to the
               total of these accounts) as changed by this amendment as follows:
               (IF NOT APPLICABLE, INSERT "NO CHANGE")

                    No Change

                                             Before Amendment    After Amendment
                         Paid-in Capital     $________________   $______________

                       (COMPLETE EITHER ITEM 1 OR 2 BELOW)

(1) The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.

Dated November 11, 1988                         PLAYBOY FRANCHISING, INC.
                                                --------------------------------
                                                   (EXACT NAME OF CORPORATION)

                                                by    /s/ James P. Radtke
                                                   -----------------------------
attested by    /s/ Howard Shapiro                    (SIGNATURE OF PRESIDENT)
            --------------------------------
        (SIGNATURE OF ASSISTANT SECRETARY)
                                                James P. Radtke - President
                      Vice President &          --------------------------------
      Howard Shapiro, Assistant Secretary        (TYPE OR PRINT NAME AND TITLE)
      --------------------------------------
          (TYPE OR PRINT NAME AND TITLE)

(2) If amendment is authorized by the incorporators, the incorporators must sign
below.

                                       OR

If amendment is authorized by the directors and there are no officers, then a
majority of the directors or such directors as may be designated by the board,
must sign below.

The undersigned affirms, under penalties of perjury, that the facts stated
herein are true.

Dated_________________, 19____

___________________________________         ____________________________________

___________________________________         ____________________________________

___________________________________         ____________________________________

___________________________________         ____________________________________

                                     Page 7


                                     Page 8



                                          JIM EDGAR
                                      SECRETARY OF STATE
                                      STATE OF ILLINOIS

                                    ARTICLES OF AMENDMENT


Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.

ARTICLE ONE     The name of the corporation is PLAYBOY FRANCHISING, INC.
                                                                        (NOTE 1)

ARTICLE TWO     The following amendment of the Articles of Incorporation was
                adopted on October 12, 1993 in the manner dictated below ("X"
                one box only)

            / / By a majority of the incorporators, provided no directors were
                named in the articles of incorporation and no directors have
                been elected, or by a majority of the board of directors, in
                accordance with Section 10.10, the corporation having issued no
                shares as of the time of adoption of this amendment.
                                                                        (NOTE 2)

            / / By a majority of the board of directors, in accordance with
                Section 10.15, shares having been issued but shareholder action
                not being required for the adoption of the amendment.
                                                                        (NOTE 3)

            / / By the shareholders, in accordance with Section 10.20, a
                resolution of the board of directors having been duly adopted
                and submitted to the shareholders. At a meeting of shareholders,
                not less than the minimum number of votes required by statute
                and by the articles of incorporation were voted in favor of the
                amendment.
                                                                        (NOTE 4)

            / / By the shareholders, in accordance with Sections 10.20 and 7.10,
                a resolution of the board of directors having been duly adopted
                and submitted to the shareholders. A consent in writing has been
                signed by shareholders having not less than the minimum number
                of votes required by statute and by the articles of
                incorporation. Shareholders who have not consented in writing
                have been given notice in accordance with 7.10.
                                                                        (NOTE 4)

            /X/ By the shareholders, in accordance with Sections 10.20 and 7.10,
                a resolution of the board of directors have been duly adopted
                and submitted to the shareholders. A consent in writing has been
                signed by all the shareholders to vote on the amendment.
                                                                        (NOTE 3)

                      (INSERT AMENDMENT)        See page 2



(ANY ARTICLE BEING AMENDED IS REQUIRED TO BE SET FORTH IN ITS ENTIRETY.)
(SUGGESTED LANGUAGE FOR AN AMENDMENT TO CHANGE THE CORPORATE NAME IS: RESOLVED,
THAT THE ARTICLES OF INCORPORATION BE AMENDED TO READ AS FOLLOWS:)

                            GODDESS PRODUCTIONS, INC.
- --------------------------------------------------------------------------------
                                   (NEW NAME)

                 All changes other than name, include on page 2
                                     (over)

                                        2


                                     PAGE 2
                                   RESOLUTION

          RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by amending Article 1., which Article shall read in its entirety as
follows:

          "1. The name of the Corporation is Goddess Productions, Inc."

                                        3


                                     PAGE 3

ARTICLE THREE  The manner in which any exchange reclassification or cancellation
               of issued shares or a reduction of the number of authorized
               shares of any class below the number of issued shares of that
               class, provided for or effected by this amendment is as follows:
               (IF NOT APPLICABLE, INSERT "NO CHANGE.")

                     NO CHANGE

ARTICLE FOUR   (a) The manner in which said attachment affects a change to the
               amount of paid-in capital (Paid-in Capital replaces the terms
               Stated Capital and Paid-in Surplus and is equal to the total of
               these accounts) is as follows: (IF NOT APPLICABLE, INSERT "NO
               CHANGE.")

                     NO CHANGE

               (b) The amount of paid-in capital (Paid-in Capital replaces the
               terms Stated Capital and Paid-in Surplus and is equal to the
               total of these accounts) as changed by this amendment as follows:
               (IF NOT APPLICABLE, INSERT "NO CHANGE.")

                     NO CHANGE

                                      Before Amendment     After Amendment
                        Paid-in       $________________    $_________________
                        Capital

                       (COMPLETE EITHER ITEM 1 OR 2 BELOW)

(1) The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.

                                             
Date October 12, 1993                           GODDESS PRODUCTIONS, INC.
                                                ------------------------------------------------
                                                (EXACT NAME OF CORPORATION AT DATE OF EXECUTION)
                                                by        /s/ David Chemerow
                                                   ---------------------------------------------
attested by     /s/ Howard Shapiro                           (SIGNATURE OF PRESIDENT)
            --------------------------------
     (SIGNATURE OF ASSISTANT SECRETARY)
        Howard Shapiro, Vice President &            David Chemerow - President & Asst.
        ------------------------------------        ----------------------------------
        Asst. Secretary                             Treasurer
        ---------------                             ----------------------------------
             (TYPE OR PRINT NAME AND TITLE)           (TYPE OR PRINT NAME AND TITLE)



(2) If amendment is authorized by the incorporators, the incorporators must sign
below.

                                       OR

If amendment is authorized by the directors and there are no officers, then a
majority of the directors or such directors as may be designated by the board,
must sign below.

The undersigned affirms, under penalties of perjury, that the facts stated
herein are true.

Dated__________________, 19____

___________________________________         ____________________________________

___________________________________         ____________________________________

___________________________________         ____________________________________

                                        4


___________________________________         ____________________________________

                                        5


                                 STATEMENT OF CHANGE
                                 OF REGISTERED AGENT
                                 AND/OR REGISTERED
                                 OFFICE


1. CORPORATE NAME: GODDESS PRODUCTIONS, INC.
2. STATE OR COUNTRY OF INCORPORATION: ILLINOIS
3. Name and address of the registered agent and registered office as they appear
   on the records of the office of the Secretary of State (BEFORE CHANGE):
       Registered Agent The Prentice-Hall Corporation System, Inc.
                        FIRST NAME   MIDDLE NAME    LAST NAME

       Registered Office 33 North LaSalle Street
                         NUMBER   STREET     SUITE NO. (A.P.O. BOX ALONE IS NOT
                                                            ACCEPTABLE)
                         Chicago, Il 60602           Cook
                         CITY     ZIP CODE          COUNTY

4.  Name and address of registered agent and registered office shall be (AFTER
    ALL CHANGES HEREIN REPORTED):
       Registered Agent C T Corporation System
                        FIRST NAME MIDDLE NAME LAST NAME
        Registered Office C/O C T Corporation System, 208 S. La Salle Street
                          NUMBER   STREET     SUITE NO. (A.P.O. BOX ALONE IS NOT
                                                               ACCEPTABLE)
                          CHICAGO 60604     COOK
                          CITY   ZIP CODE  COUNTY

5. The address of the registered office and the address of the business office
   of the registered agent, as changed, will be identical.

6. The above was authorized by: ("X" one box only)
   a.  / / By resolution duly adopted by the board of directors.     (NOTE 5)
   b.  / / By action of the registered agent.                        (NOTE 6)
NOTE: when the registered agent changes, the signatures of both President and
Secretary are required.

7. (IF AUTHORIZED BY THE BOARD OF DIRECTORS, SIGN HERE. SEE NOTE 5)
   The undersigned corporation has caused this statement to be signed by its
   duly authorized officers, each of whom affirms, under penalties of perjury,
   that the facts stated herein are true.
                                                  
Dated May 20 1994                                    GODDESS PRODUCTIONS, INC.
                                                       (Exact Name of Corporation)
attested by /s/ Irma Villarreal                      by /s/ Howard Shapiro
   (Signature of Secretary or Assistant Secretary)     (Signature of President or Vice President)
   Irma Villarreal, Secretary                          Howard Shapiro, Vice President


(If change of registered office by registered agent, sign here. See Note 5)
   The undersigned, under penalties of perjury, affirms that the facts stated
herein are true.

Dated:                1994
      ----------------             -------------------------------------------
                                   (Signature of Registered Agent of Record)



                                  ARTICLES OF AMENDMENT


1.   CORPORATE NAME: Goddess Production, Inc.
                                               (Note 1)
2.   MANNER OF ADOPTION OF AMENDMENT:
          The following amendment of the Articles of Incorporation was adopted
          on 9/1 1994 in the manner indicated below. ("X" one box only)

     / /  By a majority of the incorporators, provided no directors were
          named in the articles of incorporation and no directors have been
          elected; or by a majority of the board of directors, in accordance
          with Section 10.10, the corporation having issued no shares as of
          the time of adoption of this amendment.
                                                                        (Note 2)
     / /  By a majority of the board of directors, in accordance with
          Section 10.15, shares having been issued but shareholder action
          not being required for the adoption of this amendment.
                                                                        (Note 3)
     / /  By the shareholders, in accordance with Section 10.20, a
          resolution of the board of directors having been duly adopted and
          submitted to the shareholders. At a meeting of shareholders, not
          less than the minimum number of votes required by statute and by
          the articles of incorporation were voted in favor of the
          amendment;
                                                                        (Note 4)
     / /  By the shareholders, in accordance with Section 10.20 and 7.10, a
          resolution of the board of directors having been duly adopted and
          submitted to the shareholders. A consent in writing has been
          signed by shareholders having not less than the minimum number of
          votes required by statute and by the articles of incorporation.
          Shareholders who have not consented in writing have been given
          notice in accordance with Section 7.10;
                                                                        (Note 4)
     /X/  By the shareholders, in accordance with Section 10.20 and 7.20, a
          resolution of the board of directors having been duly adopted and
          submitted to the shareholders. A consent in writing has been signed by
          all the shareholders entitled to vote on this amendment.
                                                                        (Note 4)
3.   TEXT OF AMENDMENT:
     (a)  When amendment effects a name change, inset the new corporate name
          below. Use Page 2 for all other amendments. Article I: The name of the
          corporation is:

               Cameo Films, Inc.
- --------------------------------------------------------------------------------
                         (NEW NAME)

                 All changes other than name, include on page 2
                                     (over)



                                TEXT OF AMENDMENT

     (b)  (IF AMENDMENT AFFECTS THE CORPORATE PURPOSE, THE AMENDED PURPOSE IS
          REQUIRED TO BE SET FORTH IN ITS ENTIRETY. IF THERE IS NOT SUFFICIENT
          SPACE TO DO SO, ADD ONE OR MORE SHEETS OF THIS SIZE)

          RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by amending Article 1., which Article shall read in its entirety as
follows:

          "1.  The name of the Corporation is Cameo Films, Inc."

                                        2


4.   The manner, if not set forth in Article 3b, in which any exchange
     reclassification or cancellation of issued shares, or a reduction or
     the number of issued shares of that class, provided for or effected by
     this amendment, is a follows (IF NOT APPLICABLE, INSERT "NO CHANGE")

     No change

5.   (a) The manner, if not set forth in Article 3b, in which said amendment
     effects a change in the amount of paid-in capital (Paid in capital replaces
     the terms Stated Capital and Paid-in Surplus and is equal to the total of
     these accounts) is as follows: (IF NOT APPLICABLE, INSERT "NO CHANGE")

     (b) The amount of paid-in capital (Paid-in Capital replaces the terms
     Stated Capital and Paid-in Surplus and is equal to the total of these
     accounts) as changed by this amendment is as follows: (IF NOT APPLICABLE,
     "NO CHANGE")

     no change

                                Before Amendment             After Amendment

                    Paid-in-Capital $_________               $___________

                       (COMPLETE EITHER ITEM 6 OR 7 BELOW)

6.   The undersigned corporation has caused this statement to be signed by
     its duly authorized officers, each of whom affirms, under penalties of
     perjury, that the facts stated herein are true.

Dated September 30, 1994                               CAMEO FILMS, INC.
                                                 -------------------------------
                                                   (EXACTNNAME OF CORPORATION)
attested by    /s/ Irma Villarreal               by   /s/ Howard Sharpiro
            -----------------------------           ----------------------------
            (SIGNATURE OF SECRETARY)              (SIGNATURE OF VICE PRESIDENT)
                                                  Howard Shapiro, Vice President
                                                  ------------------------------
                Irma Villarreal, Secretary
            ----------------------------------
              (TYPE OR PRINT NAME AND TITLE)      (TYPE OR PRINT NAME AND TITLE)

7.   If amendment is authorized pursuant to Section 10.10 by the incorporators,
     the incorporators must sign below.

                                       OR

     If amendment is authorized by the directors pursuant to Section 10.10
     and there are no officers, then a majority of the directors or such
     directors as may be designated by the board, must sign below.

     The undersigned affirms, under the penalties of perjury, that the facts
     stated herein are true.

     Dated________________, 19____

_________________________________          _____________________________________

_________________________________          _____________________________________

_________________________________          _____________________________________

_________________________________          _____________________________________

                                        3


                                  ARTICLES OF AMENDMENT
                                                           File # 5102-271-8

1.   CORPORATE NAME: CAMEO FILMS, INC..
                                                (Note 1)
2.   MANNER OF ADOPTION OF AMENDMENT:
          The following amendment of the Articles of Incorporation was adopted
          on  as of October 26, 1999                                           1
                   (Month & Day) (Year)
          in the manner indicated below. ("X" one box only)

     / /  By a majority of the incorporators, provided no directors were named
          in the articles of incorporation and no directors have been elected;
                                                                        (Note 2)

     / /  By a majority of the board of directors, in accordance with Section
          10.15, shares having been issued but shareholder action not being
          required for the adoption of this amendment.
                                                                        (Note 3)

     /X/  By the shareholders, in accordance with Section 10.20, a resolution of
          the board of directors having been duly adopted and submitted to the
          shareholders. At a meeting of shareholders, not less than the minimum
          number of votes required by statute and by the articles of
          incorporation were voted in favor of the amendment;
                                                                        (Note 4)

     / /  By the shareholders, in accordance with Section 10.20 and 7.10, a
          resolution of the board of directors having been duly adopted and
          submitted to the shareholders. A consent in writing has been signed by
          shareholders having not less than the minimum number of votes required
          by statute and by the articles of incorporation. Shareholders who have
          not consented in writing have been given notice in accordance with
          Section 7.10;
                                                                     (Notes 4&5)

     / /  By the shareholders, in accordance with Section 10.20 and 7.20, a
          resolution of the board of directors having been duly adopted and
          submitted to the shareholders. A consent in writing has been signed by
          all the shareholders entitled to vote on this amendment.
                                                                        (Note 5)

3.   TEXT OF AMENDMENT:
     (a)  When amendment effects a name change, inset the new corporate name
          below. Use Page 2 for all other amendments. Article I: The name of the
          corporation is:

                   INDIGO ENTERTAINMENT, INC.
- --------------------------------------------------------------------------------
                                (NEW NAME)

                  All changes othr than name, include on page 2
                                     (over)



     (b)  (IF AMENDMENT AFFECTS THE CORPORATE PURPOSE, THE AMENDED PURPOSE IS
          REQUIRED TO BE SET FORTH IN ITS ENTIRETY. IF THERE IS NOT SUFFICIENT
          SPACE TO DO SO, ADD ONE OR MORE SHEETS OF THIS SIZE)

                    N/A

                                        2


4.   The manner, if not set forth in Article 3b, in which any exchange
     reclassification or cancellation of issued shares, or a reduction or the
     number of issued shares of that class, provided for or effected by this
     amendment, is a follows (IF NOT APPLICABLE, INSERT "NO CHANGE")

                    N/A

5.   (a) The manner, if not set forth in Article 3b, in which said amendment
     effects a change in the amount of paid-in capital (Paid in capital replaces
     the terms Stated Capital and Paid-in Surplus and is equal to the total of
     these accounts) is as follows: (IF NOT APPLICABLE, INSERT "NO CHANGE")

                    N/A

     (b) The amount of paid-in capital (Paid-in Capital replaces the terms
     Stated Capital and Paid-in Surplus and is equal to the total of these
     accounts) as changed by this amendment is as follows: (IF NOT APPLICABLE,
     "NO CHANGE")

                                 Before Amendment      After Amendment

                Paid-in-Capital  $______________       $______________

    (COMPLETE EITHER ITEM 6 OR 7 BELOW. ALL SIGNATURES MUST BE IN BLACK INK.)

6.   The undersigned corporation has caused this statement to be signed by its
     duly authorized officers, each of whom affirms, under penalties of perjury,
     that the facts stated herein are true.

                                                 
Dated October 26,   1999                                INDIGO ENTERTAINMENT, INC.
     (Month & Day) (Year)                           ------------------------------------
                                                    (EXACTNAME OF CORPORATION AT DATE OF
                                                                    EXECUTION)
attested by     /s/ Robert Campbell                 by       /s/ Howard Sharpiro
            ----------------------------               ----------------------------------
            (SIGNATURE OF SECRETARY OR                  (SIGNATURE OF VICE PRESIDENT)
              ASSISTANT SECRETARY)

             Robert Campbell, Assistant Secretary    Howard Shapiro, Vice President & Secretary
            --------------------------------------  --------------------------------------------
                (TYPE OR PRINT NAME AND TITLE)             (TYPE OR PRINT NAME AND TITLE)



7.   If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.

                                       OR

     If amendment is authorized by the directors pursuant to Section 10.10 and
     there are no officers, then a majority of the directors or such directors
     as may be designated by the board, must sign below, and type or print name
     and title.

     The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.

     Dated______________, ____
           (Month & Day)  (Year)

_________________________________          _____________________________________

_________________________________          _____________________________________

_________________________________          _____________________________________

_________________________________          _____________________________________

                                        3

EX-3.88

                                                                    Exhibit 3.88

                                CAMEO FILMS, INC.

                                     -o-0-o-

                                     BYLAWS

                                     -o-0-o-

                                    ARTICLE I

                                     OFFICES

     Section 1.     The principal office shall be in the City of Chicago, County
of Cook, State of Illinois.

     Section 2.     The Corporation may also have offices at such other places
both within and without the State of Illinois as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.     Meetings of the stockholders for the election of directors
shall be held at such place, either within or without the state of Illinois, as
may be fixed from time to time, by the Board of Directors, and as shall be
stated in the notice of the meeting or in duly executed waiver of notice
thereof.

     Section 2.     Annual meetings of stockholders, commencing with the year
1990, shall be held on the first Monday of November, if not a legal holiday, and
if a legal holiday, then the next secular day following, at which meetings they
shall elect by a plurality vote a Board of Directors, and transact such other
business as may property be brought before the meeting.



     Section 3.     The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholders for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village where the election
is to be held and which place shall be specified in the notice of the meeting,
or, if not specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder, for any
purpose germane to the meeting, who may be present.

     Section 4.     Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding and
entitled capital stock of the Corporation issued and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.

     Section 5.     Whenever stockholders are required or permitted to take any
action at a meeting, a written notice of the meeting shall be given, which
notice shall state the place, date and hour of the meeting, and, in the case of
a special meeting, the purpose or purposes for which the meeting is called. The
written notice of any meeting shall be given to each stockholder entitled to
vote at any such meeting not less than ten nor more than sixty days before the
date of the meeting. If mailed, notice is given when deposited in the United
States mail, postage prepaid, directed to the stockholder at his address as it
appears on the records of the Corporation.



     Section 6.     Business transacted at any special meeting of stockholder
shall be limited to the purposes stated in the notice.

     Section 7.     The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.

     Section 8.     When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having power present in person or represented
by proxy shall decide any questions brought before such meeting except for the
election of directors of the Corporation, unless the question is one upon which
by express provision of the statutes or of the Certificate of Incorporation, a
different vote is required in which case such express provision shall govern and
control the decision of such question. Each nominee for director, in order to be
elected at a meeting, must receive the vote of the holders of a majority of the
stock having power to vote in the election of the Board of Directors and present
in person or represented by proxy at such meeting.

     Section 9.     Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of capital stock
having voting power held by such stockholder, but no proxy shall be valid unless
it provides that it may only be voted on at a specific meeting of stockholders
or any adjournment or adjournments thereof; except where the transfer books of
the Corporation have been closed or a date has been fixed as a record date for
the determination of its stockholders entitled to vote,



no share of stock shall be voted on at any election for directors which has been
transferred on the books of the Corporation within twenty days next preceding
such election for directors.

     Section 10.    Unless otherwise provided in the Certificate of
Incorporation, any action required to be taken at any annual or special meeting
of stockholders of the Corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Illinois, its principal place of business,
or to an officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting my less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     Section 1.     The number of directors which shall constitute the whole
Board shall be such number, not less than one nor more than four, as may be
determined from time to time by resolution duly adopted by the Board of
Directors. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2. Of this Article, and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

     Section 2.     Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filed by a majority of the
directors then in office, though less than a quorum,



and the directors so chosen shall hold office until the next annual election and
until their successors are duly elected and shall qualify, unless sooner
displaced.

     Section 3.     The business of the Corporation shall be managed by its
Board of Directors which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

     Section 4.     Unless otherwise provided by the Certificate of
Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares then
entitled to vote at an election of directors.

                        MEETING OF THE BOARD OF DIRECTORS

     Section 5.     The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Illinois.

     Section 6.     The first meeting of each elected Board of Directors shall
be held without other notice than this Bylaw, immediately after, and at the same
place, as the annual meeting of stockholders.

     Section 7.     Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

     Section 8.     Special meetings of the Board may be called by the President
on twenty-four hours' notice to each director, either personally, by telegram or
by facsimile, or on five days' notice by mail; special meetings shall be called
by the Chief Executive Officer or Secretary in like manner and on like notice on
the written request of two directors.

     Section 9.     At all meetings of the board, a majority of the number of
directors who have been elected and are then serving in such capacity, but in no
event less than one-third of the total number of authorized directors, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors



present at any meeting at which there is a quorum shall be the act of the Board
of Directors, except as may be otherwise specifically provided by statute or by
the Certificate of Incorporation.

     Section 10.    Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board or of such committee as the case may be, and such
written consent is filed with the minutes of proceeding of the Board of
committee.

     Section 11.    Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee thereof may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

                             COMMITTEES OF DIRECOTRS

     Section 12.    The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consent of two or more of the directors of the Corporation, which, to the extent
provided in the resolution and permitted by law, shall have an may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

     Section 13.    Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.



                            COMPENSATION OF DIRECTORS

     Section 14.    The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV

                                     NOTICE

     Section 1.     Notice to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or facsimile.

     Section 2.     Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

     Section 1.     The officers of the Corporation shall be chosen by the Board
of Directors and shall be a President, a Vice President, a Secretary and a
Treasurer. Two or more offices may be held by the same person.

     Section 2.     The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose a President, a Vice President, a
Secretary and a Treasurer, and may choose one or more Additional Vice Presidents
and one or more Assistant Secretaries and Assistant Treasurers.



     Section 3.     The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

     Section 4.     The Board of Directors shall be responsible for establishing
the compensation and employee benefit policies and programs of the Corporation.

     Section 5.     The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

     Section 6.     The President shall be the Chief executive officer of the
Corporation, shall have general and active management of the business and
officers of the Corporation, shall see that all orders and resolutions of the
Board of Directors are carried into effect and shall have the general powers and
duties of management usually vested in the chief executive officer of
corporations.

                               THE VICE PRESIDENTS

     Section 7.     In the election of officers, the Board of Directors may
designate one of the Vice Presidents as an Executive Vice President and one or
more of the vice Presidents as a Senior Vice President. In the absence or
inability or refusal to act of the President, the duties of such office shall be
performed by one of the Vice Presidents, acting singly in the following order in
the absence or inability or refusal to act of their respective designated
predecessors:

     (a)  The Executive Vice President, if any;

     (b)  The Senior Vice President, if any, in the order designated by the
          Board of Directors or, in the absence of any designation, then in the
          order of their election;

     (c)  All other Vice Presidents in the order designated by the Board of
          Directors or, in the absence of any designation, then in the order of
          their election.



     Each Vice President when performing the duties of the President shall have
     all the powers of and be subject to all the restrictions upon the
     President. Each Vice President may sign, with the Secretary or an Assistant
     Secretary, certificates for shares of the Corporation and shall perform
     such other duties as may be assigned to him from time to time by the
     President or by the Board of Directors.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 8.     The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for the purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

     Section 9.     The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 10.    The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation



and shall deposit all monies and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors.

     Section 11.    He shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.

     Section 12.    If required by the Board of Directors, he shall give the
Corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

     Section 13.    The Assistant Treasurer, or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

     Section 1.     Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of Corporation by, the
President or Vice President, and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary of the Corporation, certifying the
number of shares represented by such certificate owned by him in the
Corporation.

     Section 2.     The signature on any stock certificate of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such



certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the Corporation.

                     LOST, STOLEN OR DESTROYED CERTIFICATES

     Section 3.     The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                TRANSFER OF STOCK

     Section 4.     Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duly of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                     CLOSING OF TRANSFER BOOKS; RECORD DATE

     Section 5.     The Board of Directors may fix in advance a date, not
exceeding sixty days or less than ten days preceding the date of any meeting of
stockholders, or the date of the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, and any



adjournment thereof, or entitled to receive payment of such dividend, or to any
such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and in
such case such stockholders and only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, or
to give such consent, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as
aforesaid.

                             REGISTERED STOCKHOLDERS

     Section 6.     The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Illinois.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1.     Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of capital stock,
subject to the provisions of the Certificate of Incorporation.

     Section 2.     Before payment of any dividend, there may be set aside out
of any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for



repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conductive to the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3.     All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers of such other person or persons as
the Board of Directors may from time to time designate.

     Section 4.     The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

     Section 5.     The corporate seal shall be circular in form with the name
"PLAYBOY FRANCHISING, INC." at top, "Illinois" at the bottom and the words
"Corporate Seal" in the center. Pursuant to the Business Corporation Act of
Illinois, the Corporation may use such seal by causing it or a facsimile thereof
to be impressed or affixed, or reproduced, or otherwise, and which corporate
seal may be altered at pleasure.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 6.

          (a)  RIGHT TO INDEMNIFICATION. Each person who was or is made a party
     or is threatened to be made a party to or is involved in any action, suit
     or proceeding, whether civil, criminal, administrative or investigative
     (hereinafter a "proceeding"), by reason of the fact that he or she, or a
     person of whom he or she is the legal representative, is or was a director
     or officer of the Corporation or is or was serving at the request of the
     Corporation as a director, officer, employee or agent of another
     corporation or of a partnership, joint venture, trust or other enterprise,
     including



     service with respect to employee benefit plans, whether the basis of such
     proceeding is alleged action in an official capacity as a director,
     officer, employee or agent or in any other capacity while serving as a
     director, officer, employee or agent, shall be indemnified and held
     harmless by the Corporation to the fullest extent authorized by the
     Illinois Business Corporation Act, as the same exists or may hereafter be
     amended (but, in the case of any such amendment, only to the extent that
     such amendment permits the Corporation to provide broader indemnification
     rights than said law permitted the Corporation to provide prior to such
     amendment) against all expense, liability and loss (including attorneys'
     fees, judgments, fines, ERISA excise taxes or penalties and amounts paid to
     be paid in settlement) reasonably incurred or suffered by such person in
     connection therewith and such indemnification shall continue as to a person
     who has ceased to be a director, officer, employee or agent and shall inure
     to the benefit of his or her heirs, executors and administrators; provided,
     however, that except as provided in Paragraph (b) hereof, the Corporation
     shall indemnify any such person seeking indemnification in connection with
     a proceeding (or part thereof) was authorized by the Board of Directors of
     the Corporation. The right to indemnification conferred in this section
     shall be a contract right and shall include right to be paid by the
     Corporation the expenses incurred in defending any such proceeding in
     advance of its final disposition; provided, however, that if the Illinois
     Business Corporation Act requires, the payment of such expenses incurred by
     a director or officer in his or her capacity as a director or officer (and
     not in any other capacity in which service was or is rendered by such
     person while a director or officer including, without limitation, service
     to an employee benefit plan) in advance of the final disposition of a
     proceeding, shall be made only upon delivery to the Corporation of an
     undertaking, by or on behalf of such director or officer, to repay all
     amounts so advanced if it shall ultimately be determined that such director
     or officer is not entitled to be indemnified under this Section or
     otherwise.



          (b)  RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Paragraph (a)
     of this Section is not paid in full by the Corporation within ninety days
     after a written claim has been received by the Corporation, the claimant
     may at any time thereafter bring suit against the corporation to recover
     the unpaid amount of the claim and, if successful in whole or in part, the
     claimant shall be entitled to be paid also the expense of prosecuting such
     claim. It shall be a defense to any such action (other than an action
     brought to enforce a claim for expenses incurred in defending any
     proceeding in advance of its final disposition where the required
     undertaking, if any is required, has been tendered to the Corporation) that
     the claimant has not met the standards of conduct which make it permissible
     under the Illinois Business Corporation Act for the Corporation to
     indemnify the claimant for the amount claimed, but the burden of providing
     such defense shall be on the Corporation. Neither the failure of the
     Corporation (including its Board of Directors, independent legal counsel,
     or its stockholders) to have made a determination prior to the commencement
     of such action the indemnification of the claimant is proper in the
     circumstances because he or she has met the applicable standard of conduct,
     shall be a defense to the action or create a presumption that the claimant
     has not meet the applicable standard of conduct.

          (c)  NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
     payment of expenses incurred in defending a proceeding in advance of its
     final disposition conferred in this section shall not be exclusive of any
     other right which any person may have or hereafter acquired under any
     statute, provision of the Certificate of Incorporation, Bylaw, agreement,
     vote of stockholders or disinterested directors or otherwise.

          (d)  INSURANCE. The Corporation may maintain insurance, at its
     expense, to protect itself and any director, officer, employee or agent of
     the Corporation or another corporation, partnership, joint venture, trust
     or other enterprise against any such expense, liability or loss,



     whether or not the Corporation would have the power to indemnify such
     person against such expense, liability or loss under the Illinois Business
     Corporation Act.

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1.     These Bylaws may be altered or repealed at any regular
meeting of the stockholders or of the Board of Directors or at any special
meeting of the stockholders or of the Board of Directors if notice of such
alteration or repeal be contained in the notice of such special meeting.

EX-3.89

                                                                    Exhibit 3.89

                            ARTICLES OF INCORPORATION
                                       OF
                              MYSTIQUE FILMS, INC.

          FIRST:    That the name of the corporation is Mystique Films, Inc.

          SECOND:   The purpose of this corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust company
business or the practice of a profession permitted to be incorporated by the
California Corporations Code.

          THIRD:    The name of this corporation's initial agent for service of
process in the State of California is:  C T CORPORATION SYSTEM

          FOURTH:   The total number of shares which the corporation is
authorized to issue is Ten-thousand (10,000); all of such shares shall be
without par value.

          IN WITNESS WHEREOF, the undersigned has executed these Articles this
13th day of June, 1995.


                                            /s/  Howard Shapiro
                                           --------------------
                                                 Howard Shapiro

EX-3.90

                                                                    Exhibit 3.90

                              MYSTIQUE FILMS, INC.

                                    * * * * *

                                     BYLAWS

                                    * * * * *

                                    ARTICLE I

                                     OFFICES

     Section 1.     The principal executive office shall be located in Beverly
Hills, California.

     Section 2.     The corporation may also have offices at such other places
both within and without the State of California as the Board of Directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                         ANNUAL MEETING OF SHAREHOLDERS

     Section 1.     All meetings of shareholders for the election of directors
shall be held either within or without the State of California, at such place as
may be fixed from time to time by the Board of Directors, or at such other place
either within or without the State of California as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting.
Meetings of shareholders for any other purpose may be held at such time and
place, within or without the State of California, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof. If no
other place is stated or fixed, shareholders' meetings shall be held at the
principal executive office of the corporation.

     Section 2.     Annual meetings of shareholders, commencing with the year
1995, shall be held on November 1st, if not a legal holiday, and if a legal
holiday, then on the next secular day



following at such other date and time as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting, at which they
shall elect by a plurality vote a Board of Directors and transact such other
business as may properly be brought before the meeting.

     Section 3.     Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each shareholder entitled
to vote thereat not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the date of the meeting. Notice may be sent by third-class
mail only if the outstanding shares of the corporation are held of record by 500
or more persons (determined as provided in Section 605 of the California General
Corporation Law) on the record date for the shareholders' meeting.

                                   ARTICLE III

                      SPECIAL MEETINGS OF THE SHAREHOLDERS

     Section 1.     Special meetings of the shareholders for any purpose other
than the election of directors may be held at such time and place within or
without the State of California as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     Section 2.     Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the President, the Board of Directors, or the
holders of not less than 10 percent of all the shares entitled to vote at the
meeting and if the corporation has a chairman of the board of directors, special
meetings of the shareholders may be called by the chairman.

     Section 3.     Written or printed notice of a special meeting of
shareholders, stating the time, place and purpose or purposes thereof, shall be
given to each shareholder entitled to vote thereat not less than 10 (or, if sent
by third-class mail, 30) nor more than 60 days before the date fixed for the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the corporation are held of record by 500 or more persons (determined as
provided in Section 605 of the California General Corporation Law) on the record
date for the shareholders' meeting.



     Section 4.     The business transacted at any special meeting of the
shareholders shall be limited to the purposes stated in the notice.

                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

     Section 1.     The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

     Section 2.     If a quorum is present, the affirmative vote of a majority
of the shares of stock represented and voting at the meeting (which shares
voting affirmatively also constitute at least a majority of the required
quorum), shall be the act of the shareholders unless the vote of a greater
number or voting by classes is required by law or the articles of incorporation.

     Section 3.     Each outstanding share of stock, having voting power, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. In all
elections for directors, every shareholder entitled to vote shall have the right
to vote, in person or by proxy, the number of shares of stock owned by him for
as many persons as there are directors to be elected, or, upon satisfaction of
the requirements set forth in Section 708(b) of the California General
Corporation Law, to cumulate the vote of said shares, and give one candidate a
number of votes equal to the number of directors to be elected multiplied by the
number of votes to which the shareholder's shares are normally entitled, or to
distribute the votes on the same principle among as many candidates as he may
see fit. Section 708(b)



of the California General Corporation Law provides that no shareholder shall be
entitled to cumulate votes for any candidate for the office of director unless
such candidates' names have been placed in nomination prior to the voting and at
least one shareholder has given notice at the meeting prior to the voting of his
intention to cumulate his votes.

     Section 4.     Unless otherwise provided in the articles, any action,
except election of directors, which may be taken at any annual or special
meeting of shareholders may be taken without a meeting and without prior notice,
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Except to fill
a vacancy in the board of Directors not frilled by the directors, directors may
not be elected by written consent except by unanimous written consent of all
shares entitled to vote for the election of directors. Any election of a
director to fill a vacancy (other than a vacancy created by removal) not filled
by the directors requires the written consent of a majority of shares entitled
to vote.

                                    ARTICLE V

                                    DIRECTORS

     Section 1.     The number of directors shall be two (2). Directors need not
be residents of the State of California nor shareholders of the corporation. The
directors other than the first Board of Directors, shall be elected at the
annual meeting of the shareholders, and each director elected shall serve until
the next succeeding annual meeting and until his successor shall have been
elected and qualified. The first Board of Directors shall hold office until the
first annual meeting of shareholders.

     Section 2.     Unless otherwise provided in the articles of incorporation,
vacancies, except for a vacancy created by the removal of a director, and newly
created directorships resulting from any increase in the number of directors may
be filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Unless



otherwise provided in the articles of incorporation any vacancy created by the
removal of a director shall be filled by the shareholders by the vote of a
majority of the shares entitled to vote at a meeting at which a quorum is
present. Any vacancies, which may be filled by directors and are not filled by
the directors, may be filled by the shareholders by a majority of the shares
entitled to vote at a meeting at which a quorum is present.

     Section 3.     The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the articles of
incorporation or by these bylaws directed or required to be exercises or done by
the shareholders.

     Section 4.     The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside of the State of
California, at such place or places as they may from time to time determine.

     Section 5.     The Board of Directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1.     Meetings of the Board of Directors, regular or special, may
be held either within or without the State of California.

     Section 2.     The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as hall be fixed by the consent in writing of all the directors.



     Section 3.     Regular meeting of the Board of Directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.

     Section 4.     Special meetings of the Board of Directors may be called by
the president on twenty-four hours' notice to each director, either personally
or by mail or by telephone or by facsimile telecommunication; special meetings
shall be called by the president or secretary in like manner and on like notice
on the written request of two directors unless the board consists of only one
director; in which case, special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of the sole
director.

     Section 5.     Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice of waiver of notice of such
meeting.

     Section 6.     When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question. Each nominee for
director, in order to be elected at a meeting, must receive the vote of the
holders of a majority of the stock having power to vote in the election of the
Board of Directors and present in person or represented by proxy at such
meeting.

     Section 7.     Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof.



                                   ARTICLE VII

                               EXECUTIVE COMMITTEE

     Section 1.     The Board of Directors, by resolution adopted by a majority
of the number of directors fixed by the bylaws or otherwise, may designate two
or more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the Board of Directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the Board of Directors at a regular or special meeting of the Board of
Directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required. The Board of Directors may
designate one or more directors as alternate members of the executive committee.
The executive committee shall not have authority: (1) To approve any action
which will also require the shareholders' approval; (2) To fill vacancies on the
board or in any committee; (3) To fix the compensation of directors for serving
on the board or on any committee; (4) To amend or repeal the bylaws or adopt new
bylaws; (5) To amend or repeal any resolution of the board which by its express
terms is not so amendable or repealable; (6) To make a distribution to the
shareholders except at a rate or in a periodic amount or within a price range
determined by the board; or (7) To appoint other committees of the board or the
members thereof.

                                  ARTICLE VIII

                                     NOTICES

     Section 1.     Whenever, under the provisions of the statutes or of the
articles of incorporation or of these bylaws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his address as it appears on the records of the



corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by facsimile telecommunication. Notice to
any shareholder shall be given at the address furnished by such shareholder for
the purpose of receiving notice. If such address is not given and if no address
appears on the records of the corporation for such shareholder, notice may be
given to such shareholder at the place where the principal executive office of
the corporation is located or by publication at lest once in a newspaper of
general circulation in the county in which said principal executive office is
located. If a notice of a shareholders' meeting is sent by mail it shall be sent
by first-class mail, or, in case the corporation has outstanding shares held of
record by 500 or more persons (determined as provided in Section 605 of the
California General Corporation Law) on the record date for the shareholders'
meeting, notice may be by third-class mail.

     Section 2.     Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the articles of
incorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

     Section 1.     The officers of the corporation, except those elected in
accordance with Section 210 of the California General Corporation Law, shall be
chosen by the Board of Directors and shall be a President, a Vice-President, a
Secretary and a Chief Financial Officer. The Board of Directors may also choose
additional Vice-Presidents, and one or more Assistant Secretaries and Assistant
Treasurers.

     Section 2.     The Board of Directors, at its first meeting after each
annual meeting of shareholders, shall choose a President, one or more
Vice-Presidents, a Secretary and a Chief Financial Officer, none of whom need be
a member of the board.



     Section 3.     The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

     Section 4.     The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

     Section 5.     The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

     Section 6.     The President shall be the Chief Executive Officer of the
corporation, shall preside at all meetings of the shareholders and the Board of
Directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

     Section 7.     He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

     Section 8.     The Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES



     Section 9.     The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the shareholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it, and when so affixed,
it may be attested by his signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

     Section 10.    The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                           THE CHIEF FINANCIAL OFFICER

     Section 11.    The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors.

     Section 12.    He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Chief Financial Officer and of the financial condition
of the corporation.



     Section 13.    If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

     Section 14.    The Chief Financial Officer is, for the purpose of executing
any documents requiring the signature of the "Treasurer," deemed to be the
treasurer of the corporation.

                            THE ASSISTANT TREASURERS

     Section 15.    The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Chief Financial Officer, perform the
duties and exercise the powers of the Chief Financial Officer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                    ARTICLE X

                             CERTIFICATES FOR SHARES

     Section 1.     Every holder of shares in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman or vice-chairman of the Board of Directors, or the President or a Vice
President and the Chief Financial Officer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the corporation, certifying the number of
shares and the class or series of shares owned by him in the corporation. If the
shares of the corporation are classified or if any class of shares has two or
more series, there shall appear on the certificate either (1) a statement of the
rights, preferences, privileges and restrictions granted to or imposed upon each
class or series of shares to be issued and upon the holders thereof; or (2) a
summary of such rights, preferences, privileges and restrictions with



reference to the provisions of the articles and nay certificates of
determination establishing the same; or (3) a statement setting forth the office
or agency of the corporation from which shareholders may obtain, upon request
and without charge, a copy of the statement referred to in item (1) heretofore.
Every certificate shall have noted thereon any information required to be set
forth by the California General Corporation Law and such information shall be
set forth in the manner provided by such law.

     Section 2.     Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been place upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate is issued,
it may be issued by the corporation with the same effect as if such person were
an officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

     Section 3.     The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

     Section 4.     Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.



                            CLOSING OF TRANSFER BOOKS

     Section 5.     In order that the corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action, the Board may fix, in
advance, a record date, which shall not be more than sixty (60) nor less than
ten (10) days prior to the date of such meeting nor more than sixty (60) days
prior to any other action.

     A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
board shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days from the date set for the original meeting.

                             REGISTERED SHAREHOLDERS

     Section 6.     The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
California.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1.     Subject to the provision of the Articles of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Articles of Incorporation and the California General Corporation Law.



     Section 2.     Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3.     All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

     Section 4.     The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

     Section 5.     The corporate seal shall have inscribed thereon the name of
the corporation, the date of its incorporation and the words "Corporate Seal,
California." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII

                                   AMENDMENTS

     Section 1.     These Bylaws may be altered, amended or repealed or new
Bylaws may be adopted (a) at any regular or special meeting of shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b)



by the affirmative vote of a majority of the Board of Directors at any regular
or special meeting of the Board. The Board of Directors shall not make or alter
any Bylaw specifying a fixed number of directors or the maximum or minimum
number of directors and the directors shall not change a fixed board to a
variable board or vice versa in the Bylaws. The Board of Directors shall not
change a Bylaw, if any, which requires a larger proportion of the vote of
directors for approval than is required by the California General Corporation
Law.

                                  ARTICLE XIII

                             DIRECTORS ANNUAL REPORT

     Section 1.     The directors shall cause to be sent to the shareholders not
later than one hundred twenty (120) days after the close of the fiscal year, an
annual report which shall include a balance sheet as of the closing date of the
last fiscal year, and an income statement of changes in financial position for
said fiscal year. Said annual report shall be accompanied by any report thereon
of independent accountants or, if there is not such report, the certificate of
an authorized officer of the corporation that such statements were prepared
without audit from the books and records of the corporation. This annual report
is hereby waived whenever the corporation shall have less than one hundred (100)
shareholders as defined in Section 605 of the California General Corporation
Law. Except when said waiver applies, the annual report shall be sent to the
shareholder at least fifteen (15) days (or if sent by third-class mail, 35)
prior to the date of the annual meeting. The annual report may be sent by
third-class mail only if the corporation has outstanding shares held by 500 or
more persons (as determined by the provisions of Section 605 of the California
General Corporation Law) on the record date for the shareholders' meeting. In
addition to the financial statements included in the annual report, the annual
report of the corporation, if it has more than one hundred (100) shareholders as
defined in Section 605 of the California General Corporation Law and if it is
not subject to the reporting requirements of Section 13 of the Securities and
Exchange Act of 1934, or exempt from such registration by Section 12(g)(2) of
said act, shall also describe briefly: (1) Any transaction (excluding
compensation of officers and directors) during the previous fiscal year
involving an



amount in excess of forty thousand dollars ($40,000) (other than contracts let
at competitive bids or services rendered at prices regulated by law) to which
the corporation or its parent or subsidiary was a party and in which any
director or officer of the corporation or of a subsidiary or (if known to the
corporation or its parent or subsidiary) any holder of more than ten percent
(10%) of the outstanding voting shares of the corporation had a direct or
indirect material interest, naming such person and stating such person's
relationship to the corporation, the nature of such person's interest in the
transaction and, where practicable, the amount of such interest; provided, that
in the case of a transaction with a partnership of which such person is a
partner, only the interest of the partnership need be stated; and provided
further that no such report need be made in the case of transactions approved by
the shareholders under subdivision (a) of Section 310 of the California General
Corporation Law. (2) The amount and circumstances of any indemnification or
advances aggregating more than ten thousand dollars ($10,000) paid during the
fiscal year to any officer or director of the corporation pursuant to Section
317 of the California General Corporation Law, provided, that no such report
need be made in the case of indemnification approved by the shareholders under
paragraph (2) of subdivision (e) of Section 317 of the California General
Corporation Law.

EX-3.91

                                                                    Exhibit 3.91

                            ARTICLES OF INCORPORATION

                                       OF

                              PRECIOUS FILMS, INC.

          FIRST: That the name of the corporation is Precious Films, Inc.

          SECOND: The purpose of this corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust company
business or the practice of a profession permitted to be incorporated by the
California Corporations Code.

          THIRD: The name of this corporation's initial agent for service of
process in the State of California is: C T CORPORATION SYSTEM

          FOURTH: The total number of shares which the corporation is authorized
to issue is 100; all of such shares shall be without par value.

          FIFTH: The name and address of each person appointed to act as initial
director is as follows:

                   Christie Hefner                   680 North Lake Shore Drive
                                                     Chicago, Illinois 60611

                   David Chemerow                    680 North Lake Shore Drive
                                                     Chicago, Illinois 60611

                   Howard Shapiro                    680 North Lake Shore Drive
                                                     Chicago, Illinois 60611



          IN WITNESS WHEREOF, the undersigned have executed these Articles this
day of July 25, 1994.


                                                     /s/ Christie Hefner
                                                     ---------------------------
                                                     Christie Hefner

                                                     /s/ David Chemerow
                                                     ---------------------------
                                                     David Chemerow

                                                     /s/ Howard Shapiro
                                                     ---------------------------
                                                     Howard Shapiro

          We hereby declare that we are the persons who executed the foregoing
Articles of Incorporation, which execution is our act and deed.


                                                     /s/ Christie Hefner
                                                     ---------------------------
                                                     Christie Hefner

                                                     /s/ David Chemerow
                                                     ---------------------------
                                                     David Chemerow

                                                     /s/ Howard Shapiro
                                                     ---------------------------
                                                     Howard Shapiro

EX-3.92

                                                                    Exhibit 3.92

                              PRECIOUS FILMS, INC.

                                    * * * * *
                                     BYLAWS
                                    * * * * *

                                    ARTICLE I

                                     OFFICES

     Section 1.     The principal executive office shall be located in Beverly
Hills, California.

     Section 2.     The corporation may also have offices at such other places
both within and without the State of California as the Board of Directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                         ANNUAL MEETING OF SHAREHOLDERS

     Section 1.     All meetings of shareholders for the election of directors
shall be held either within or without the State of California, at such place as
may be fixed from time to time by the Board of Directors, or at such other place
either within or without the State of California as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting.
Meetings of shareholders for any other purpose may be held at such time and
place, within or without the State of California, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof. If no
other place is stated or fixed, shareholders' meetings shall be held at the
principal executive office of the corporation.

     Section 2.     Annual meetings of shareholders, commencing with the year
1994, shall be held on November 1st, if not a legal holiday, and if a legal
holiday, then on the next secular day following at such other date and time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting, at which they shall elect by a plurality vote a Board
of Directors and transact such other business as may properly be brought before
the meeting.



     Section 3.     Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each shareholder entitled
to vote thereat not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the date of the meeting. Notice may be sent by third-class
mail only if the outstanding shares of the corporation are held of record by 500
or more persons (determined as provided in Section 605 of the California General
Corporation Law) on the record date for the shareholders' meeting.

                                   ARTICLE III

                      SPECIAL MEETINGS OF THE SHAREHOLDERS

     Section 1.     Special meetings of the shareholders for any purpose other
than the election of directors may be held at such time and place within or
without the State of California as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     Section 2.     Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the President, the Board of Directors, or the
holders of not less than 10 percent of all the shares entitled to vote at the
meeting and if the corporation has a chairman of the board of directors, special
meetings of the shareholders may be called by the chairman.

     Section 3.     Written or printed notice of a special meeting of
shareholders, stating the time, place and purpose or purposes thereof, shall be
given to each shareholder entitled to vote thereat not less than 10 (or, if sent
by third-class mail, 30) nor more than 60 days before the date fixed for the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the corporation are held of record by 500 or more persons (determined as
provided in Section 605 of the California General Corporation Law) on the record
date for the shareholders' meeting.

     Section 4.     The business transacted at any special meeting of the
shareholders shall be limited to the purposes stated in the notice.



                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

     Section 1.     The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

     Section 2.     If a quorum is present, the affirmative vote of a majority
of the shares of stock represented and voting at the meeting (which shares
voting affirmatively also constitute at least a majority of the required
quorum), shall be the act of the shareholders unless the vote of a greater
number or voting by classes is required by law or the articles of incorporation.

     Section 3.     Each outstanding share of stock, having voting power, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. In all
elections for directors, every shareholder entitled to vote shall have the right
to vote, in person or by proxy, the number of shares of stock owned by him for
as many persons as there are directors to be elected, or, upon satisfaction of
the requirements set forth in Section 708(b) of the California General
Corporation Law, to cumulate the vote of said shares, and give one candidate a
number of votes equal to the number of directors to be elected multiplied by the
number of votes to which the shareholder's shares are normally entitled, or to
distribute the votes on the same principle among as many candidates as he may
see fit. Section 708(b) of the California General Corporation Law provides that
no shareholder shall be entitled to cumulate votes for any candidate for the
office of director unless such candidates' names have



been placed in nomination prior to the voting and at least one shareholder has
given notice at the meeting prior to the voting of his intention to cumulate his
votes.

     Section 4.     Unless otherwise provided in the articles, any action,
except election of directors, which may be taken at any annual or special
meeting of shareholders may be taken without a meeting and without prior notice,
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Except to fill
a vacancy in the board of Directors not frilled by the directors, directors may
not be elected by written consent except by unanimous written consent of all
shares entitled to vote for the election of directors. Any election of a
director to fill a vacancy (other than a vacancy created by removal) not filled
by the directors requires the written consent of a majority of shares entitled
to vote.

                                    ARTICLE V

                                    DIRECTORS

     Section 1.     The number of directors shall be two (2). Directors need not
be residents of the State of California nor shareholders of the corporation. The
directors other than the first Board of Directors, shall be elected at the
annual meeting of the shareholders, and each director elected shall serve until
the next succeeding annual meeting and until his successor shall have been
elected and qualified. The first Board of Directors shall hold office until the
first annual meeting of shareholders.

     Section 2.     Unless otherwise provided in the articles of incorporation,
vacancies, except for a vacancy created by the removal of a director, and newly
created directorships resulting from any increase in the number of directors may
be filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Unless
otherwise provided in the articles of incorporation any vacancy created by the
removal of a director shall be filled by the shareholders by the vote of a
majority of the shares entitled to vote



at a meeting at which a quorum is present. Any vacancies, which may be filled by
directors and are not filled by the directors, may be filled by the shareholders
by a majority of the shares entitled to vote at a meeting at which a quorum is
present.

     Section 3.     The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the articles of
incorporation or by these bylaws directed or required to be exercises or done by
the shareholders.

     Section 4.     The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside of the State of
California, at such place or places as they may from time to time determine.

     Section 5.     The Board of Directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1.     Meetings of the Board of Directors, regular or special, may
be held either within or without the State of California.

     Section 2.     The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as hall be fixed by the consent in writing of all the directors.

     Section 3.     Regular meeting of the Board of Directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.



     Section 4.     Special meetings of the Board of Directors may be called by
the president on twenty-four hours' notice to each director, either personally
or by mail or by telephone or by facsimile telecommunication; special meetings
shall be called by the president or secretary in like manner and on like notice
on the written request of two directors unless the board consists of only one
director; in which case, special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of the sole
director.

     Section 5.     Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice of waiver of notice of such
meeting.

     Section 6.     When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question. Each nominee for
director, in order to be elected at a meeting, must receive the vote of the
holders of a majority of the stock having power to vote in the election of the
Board of Directors and present in person or represented by proxy at such
meeting.

     Section 7.     Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof.



                                   ARTICLE VII

                               EXECUTIVE COMMITTEE

     Section 1.     The Board of Directors, by resolution adopted by a majority
of the number of directors fixed by the bylaws or otherwise, may designate two
or more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the Board of Directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the Board of Directors at a regular or special meeting of the Board of
Directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required. The Board of Directors may
designate one or more directors as alternate members of the executive committee.
The executive committee shall not have authority: (1) To approve any action
which will also require the shareholders' approval; (2) To fill vacancies on the
board or in any committee; (3) To fix the compensation of directors for serving
on the board or on any committee; (4) To amend or repeal the bylaws or adopt new
bylaws; (5) To amend or repeal any resolution of the board which by its express
terms is not so amendable or repealable; (6) To make a distribution to the
shareholders except at a rate or in a periodic amount or within a price range
determined by the board; or (7) To appoint other committees of the board or the
members thereof.

                                  ARTICLE VIII

                                     NOTICES

     Section 1.     Whenever, under the provisions of the statutes or of the
articles of incorporation or of these bylaws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by facsimile telecommunication. Notice to any
shareholder shall be given at the address



furnished by such shareholder for the purpose of receiving notice. If such
address is not given and if no address appears on the records of the corporation
for such shareholder, notice may be given to such shareholder at the place where
the principal executive office of the corporation is located or by publication
at lest once in a newspaper of general circulation in the county in which said
principal executive office is located. If a notice of a shareholders' meeting is
sent by mail it shall be sent by first-class mail, or, in case the corporation
has outstanding shares held of record by 500 or more persons (determined as
provided in Section 605 of the California General Corporation Law) on the record
date for the shareholders' meeting, notice may be by third-class mail.

     Section 2.     Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the articles of
incorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

     Section 1.     The officers of the corporation, except those elected in
accordance with Section 210 of the California General Corporation Law, shall be
chosen by the Board of Directors and shall be a President, a Vice-President, a
Secretary and a Chief Financial Officer. The Board of Directors may also choose
additional Vice-Presidents, and one or more Assistant Secretaries and Assistant
Treasurers.

     Section 2.     The Board of Directors, at its first meeting after each
annual meeting of shareholders, shall choose a President, one or more
Vice-Presidents, a Secretary and a Chief Financial Officer, none of whom need be
a member of the board.

     Section 3.     The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.



     Section 4.     The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

     Section 5.     The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

     Section 6.     The President shall be the Chief Executive Officer of the
corporation, shall preside at all meetings of the shareholders and the Board of
Directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

     Section 7.     He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

     Section 8.     The Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.     The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties



for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed, it may be attested by his signature or by the signature
of such Assistant Secretary. The Board of Directors may give general authority
to any other officer to affix the seal of the corporation and to attest the
affixing by his signature.

     Section 10.    The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                           THE CHIEF FINANCIAL OFFICER

     Section 11.    The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors.

     Section 12.    He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Chief Financial Officer and of the financial condition
of the corporation.

     Section 13.    If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in



case of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the corporation.

     Section 14.    The Chief Financial Officer is, for the purpose of executing
any documents requiring the signature of the "Treasurer," deemed to be the
treasurer of the corporation.

                            THE ASSISTANT TREASURERS

     Section 15.    The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Chief Financial Officer, perform the
duties and exercise the powers of the Chief Financial Officer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                    ARTICLE X

                             CERTIFICATES FOR SHARES

     Section 1.     Every holder of shares in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman or vice-chairman of the Board of Directors, or the President or a Vice
President and the Chief Financial Officer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the corporation, certifying the number of
shares and the class or series of shares owned by him in the corporation. If the
shares of the corporation are classified or if any class of shares has two or
more series, there shall appear on the certificate either (1) a statement of the
rights, preferences, privileges and restrictions granted to or imposed upon each
class or series of shares to be issued and upon the holders thereof; or (2) a
summary of such rights, preferences, privileges and restrictions with reference
to the provisions of the articles and nay certificates of determination
establishing the same; or (3) a statement setting forth the office or agency of
the corporation from which shareholders may obtain, upon request and without
charge, a copy of the statement referred to in



item (1) heretofore. Every certificate shall have noted thereon any information
required to be set forth by the California General Corporation Law and such
information shall be set forth in the manner provided by such law.

     Section 2.     Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been place upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate is issued,
it may be issued by the corporation with the same effect as if such person were
an officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

     Section 3.     The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

     Section 4.     Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.

                            CLOSING OF TRANSFER BOOKS

     Section 5.     In order that the corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution



or allotment of any rights or entitled to exercise any rights in respect of any
other lawful action, the Board may fix, in advance, a record date, which shall
not be more than sixty (60) nor less than ten (10) days prior to the date of
such meeting nor more than sixty (60) days prior to any other action.

     A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
board shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days from the date set for the original meeting.

                             REGISTERED SHAREHOLDERS

     Section 6.     The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
California.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1.     Subject to the provision of the Articles of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Articles of Incorporation and the California General Corporation Law.

     Section 2.     Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing



dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3.     All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

     Section 4.     The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

     Section 5.     The corporate seal shall have inscribed thereon the name of
the corporation, the date of its incorporation and the words "Corporate Seal,
California." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII

                                   AMENDMENTS

     Section 1.     These Bylaws may be altered, amended or repealed or new
Bylaws may be adopted (a) at any regular or special meeting of shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by the
affirmative vote of a majority of the Board of Directors at any regular or
special meeting of the Board. The Board of Directors shall not make or alter any
Bylaw specifying a fixed number of directors or the maximum or minimum number of
directors and the directors shall not change a



fixed board to a variable board or vice versa in the Bylaws. The Board of
Directors shall not change a Bylaw, if any, which requires a larger proportion
of the vote of directors for approval than is required by the California General
Corporation Law.

                                  ARTICLE XIII

                             DIRECTORS ANNUAL REPORT

     Section 1.     The directors shall cause to be sent to the shareholders not
later than one hundred twenty (120) days after the close of the fiscal year, an
annual report which shall include a balance sheet as of the closing date of the
last fiscal year, and an income statement of changes in financial position for
said fiscal year. Said annual report shall be accompanied by any report thereon
of independent accountants or, if there is not such report, the certificate of
an authorized officer of the corporation that such statements were prepared
without audit from the books and records of the corporation. This annual report
is hereby waived whenever the corporation shall have less than one hundred (100)
shareholders as defined in Section 605 of the California General Corporation
Law. Except when said waiver applies, the annual report shall be sent to the
shareholder at least fifteen (15) days (or if sent by third-class mail, 35)
prior to the date of the annual meeting. The annual report may be sent by
third-class mail only if the corporation has outstanding shares held by 500 or
more persons (as determined by the provisions of Section 605 of the California
General Corporation Law) on the record date for the shareholders' meeting. In
addition to the financial statements included in the annual report, the annual
report of the corporation, if it has more than one hundred (100) shareholders as
defined in Section 605 of the California General Corporation Law and if it is
not subject to the reporting requirements of Section 13 of the Securities and
Exchange Act of 1934, or exempt from such registration by Section 12(g)(2) of
said act, shall also describe briefly: (1) Any transaction (excluding
compensation of officers and directors) during the previous fiscal year
involving an amount in excess of forty thousand dollars ($40,000) (other than
contracts let at competitive bids or services rendered at prices regulated by
law) to which the corporation or its parent or subsidiary was a party and in
which any director or officer of the corporation or of a subsidiary or



(if known to the corporation or its parent or subsidiary) any holder of more
than ten percent (10%) of the outstanding voting shares of the corporation had a
direct or indirect material interest, naming such person and stating such
person's relationship to the corporation, the nature of such person's interest
in the transaction and, where practicable, the amount of such interest;
provided, that in the case of a transaction with a partnership of which such
person is a partner, only the interest of the partnership need be stated; and
provided further that no such report need be made in the case of transactions
approved by the shareholders under subdivision (a) of Section 310 of the
California General Corporation Law. (2) The amount and circumstances of any
indemnification or advances aggregating more than ten thousand dollars ($10,000)
paid during the fiscal year to any officer or director of the corporation
pursuant to Section 317 of the California General Corporation Law, provided,
that no such report need be made in the case of indemnification approved by the
shareholders under paragraph (2) of subdivision (e) of Section 317 of the
California General Corporation Law.

EX-3.93

                                                                    Exhibit 3.93

                            ARTICLES OF INCORPORATION

                                       OF

                             WOMEN PRODUCTIONS, INC.

                                      *****

     FIRST:    That the name of the corporation is WOMEN PRODUCTIONS INC.

     SECOND:   The purpose of thus corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

     THIRD:    The name of this corporation's initial agent for service of
process in the State of California is:

                              CT CORPORATION SYSTEM

     FOURTH:   The total number of shares which the corporation is authorized to
issue is One Thousand (1,000), all of such shares shall be without par value.


     IN WITNESS WHEREOF, the undersigned have executed these Articles this 13th
day of October, 1995.

                                      /s/ CLARE LEE
                                      ------------------------------------------
                                            (Signature of Incorporator)

                                      CLARE LEE
                                      ------------------------------------------
                                            (Typed Name of Incorporator)

EX-3.94

                                                                    Exhibit 3.94

                             WOMEN PRODUCTIONS, INC.

                                    * * * * *
                                     BYLAWS
                                    * * * * *

                                    ARTICLE I

                                     OFFICES

     Section 1.     The principal executive office shall be located in Beverly
Hills, California.

     Section 2.     The corporation may also have offices at such other places
both within and without the State of California as the Board of Directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE II

                         ANNUAL MEETING OF SHAREHOLDERS

     Section 1.     All meetings of shareholders for the election of directors
shall be held either within or without the State of California, at such place as
may be fixed from time to time by the Board of Directors, or at such other place
either within or without the State of California as shall be designated from
time to time by the Board of Directors and stated in the notice of the meeting.
Meetings of shareholders for any other purpose may be held at such time and
place, within or without the State of California, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof. If no
other place is stated or fixed, shareholders' meetings shall be held at the
principal executive office of the corporation.

     Section 2.     Annual meetings of shareholders, commencing with the year
1995, shall be held on November 1st, if not a legal holiday, and if a legal
holiday, then on the next secular day following at such other date and time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting, at which they shall elect by a plurality vote a Board
of Directors and transact such other business as may properly be brought before
the meeting.



     Section 3.     Written or printed notice of the annual meeting stating the
place, day and hour of the meeting shall be given to each shareholder entitled
to vote thereat not less than 10 (or, if sent by third-class mail, 30) nor more
than 60 days before the date of the meeting. Notice may be sent by third-class
mail only if the outstanding shares of the corporation are held of record by 500
or more persons (determined as provided in Section 605 of the California General
Corporation Law) on the record date for the shareholders' meeting.

                                   ARTICLE III

                      SPECIAL MEETINGS OF THE SHAREHOLDERS

     Section 1.     Special meetings of the shareholders for any purpose other
than the election of directors may be held at such time and place within or
without the State of California as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

     Section 2.     Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the President, the Board of Directors, or the
holders of not less than 10 percent of all the shares entitled to vote at the
meeting and if the corporation has a chairman of the board of directors, special
meetings of the shareholders may be called by the chairman.

     Section 3.     Written or printed notice of a special meeting of
shareholders, stating the time, place and purpose or purposes thereof, shall be
given to each shareholder entitled to vote thereat not less than 10 (or, if sent
by third-class mail, 30) nor more than 60 days before the date fixed for the
meeting. Notice may be sent by third-class mail only if the outstanding shares
of the corporation are held of record by 500 or more persons (determined as
provided in Section 605 of the California General Corporation Law) on the record
date for the shareholders' meeting.

     Section 4.     The business transacted at any special meeting of the
shareholders shall be limited to the purposes stated in the notice.



                                   ARTICLE IV

                           QUORUM AND VOTING OF STOCK

     Section 1.     The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, the shareholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the original meeting.

     Section 2.     If a quorum is present, the affirmative vote of a majority
of the shares of stock represented and voting at the meeting (which shares
voting affirmatively also constitute at least a majority of the required
quorum), shall be the act of the shareholders unless the vote of a greater
number or voting by classes is required by law or the articles of incorporation.

     Section 3.     Each outstanding share of stock, having voting power, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. In all
elections for directors, every shareholder entitled to vote shall have the right
to vote, in person or by proxy, the number of shares of stock owned by him for
as many persons as there are directors to be elected, or, upon satisfaction of
the requirements set forth in Section 708(b) of the California General
Corporation Law, to cumulate the vote of said shares, and give one candidate a
number of votes equal to the number of directors to be elected multiplied by the
number of votes to which the shareholder's shares are normally entitled, or to
distribute the votes on the same principle among as many candidates as he may
see fit. Section 708(b) of the California General Corporation Law provides that
no shareholder shall be entitled to cumulate votes for any candidate for the
office of director unless such candidates' names have



been placed in nomination prior to the voting and at least one shareholder has
given notice at the meeting prior to the voting of his intention to cumulate his
votes.

     Section 4.     Unless otherwise provided in the articles, any action,
except election of directors, which may be taken at any annual or special
meeting of shareholders may be taken without a meeting and without prior notice,
if a consent in writing, setting forth the action so taken, shall be signed by
the holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Except to fill
a vacancy in the board of Directors not frilled by the directors, directors may
not be elected by written consent except by unanimous written consent of all
shares entitled to vote for the election of directors. Any election of a
director to fill a vacancy (other than a vacancy created by removal) not filled
by the directors requires the written consent of a majority of shares entitled
to vote.

                                    ARTICLE V

                                    DIRECTORS

     Section 1.     The number of directors shall be two (2). Directors need not
be residents of the State of California nor shareholders of the corporation. The
directors other than the first Board of Directors, shall be elected at the
annual meeting of the shareholders, and each director elected shall serve until
the next succeeding annual meeting and until his successor shall have been
elected and qualified. The first Board of Directors shall hold office until the
first annual meeting of shareholders.

     Section 2.     Unless otherwise provided in the articles of incorporation,
vacancies, except for a vacancy created by the removal of a director, and newly
created directorships resulting from any increase in the number of directors may
be filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Unless
otherwise provided in the articles of incorporation any vacancy created by the
removal of a director shall be filled by the shareholders by the vote of a
majority of the shares entitled to vote



at a meeting at which a quorum is present. Any vacancies, which may be filled by
directors and are not filled by the directors, may be filled by the shareholders
by a majority of the shares entitled to vote at a meeting at which a quorum is
present.

     Section 3.     The business affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the articles of
incorporation or by these bylaws directed or required to be exercises or done by
the shareholders.

     Section 4.     The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside of the State of
California, at such place or places as they may from time to time determine.

     Section 5.     The Board of Directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.

                                   ARTICLE VI

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1.     Meetings of the Board of Directors, regular or special, may
be held either within or without the State of California.

     Section 2.     The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or it may convene at such place and
time as hall be fixed by the consent in writing of all the directors.

     Section 3.     Regular meeting of the Board of Directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.



     Section 4.     Special meetings of the Board of Directors may be called by
the president on twenty-four hours' notice to each director, either personally
or by mail or by telephone or by facsimile telecommunication; special meetings
shall be called by the president or secretary in like manner and on like notice
on the written request of two directors unless the board consists of only one
director; in which case, special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of the sole
director.

     Section 5.     Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where a director attends for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice of waiver of notice of such
meeting.

     Section 6.     When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
except for the election of directors of the Corporation, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question. Each nominee for
director, in order to be elected at a meeting, must receive the vote of the
holders of a majority of the stock having power to vote in the election of the
Board of Directors and present in person or represented by proxy at such
meeting.

     Section 7.     Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof.



                                   ARTICLE VII

                               EXECUTIVE COMMITTEE

     Section 1.     The Board of Directors, by resolution adopted by a majority
of the number of directors fixed by the bylaws or otherwise, may designate two
or more directors to constitute an executive committee, which committee, to the
extent provided in such resolution, shall have and exercise all of the authority
of the Board of Directors in the management of the corporation, except as
otherwise required by law. Vacancies in the membership of the committee shall be
filled by the Board of Directors at a regular or special meeting of the Board of
Directors. The executive committee shall keep regular minutes of its proceedings
and report the same to the board when required. The Board of Directors may
designate one or more directors as alternate members of the executive committee.
The executive committee shall not have authority: (1) To approve any action
which will also require the shareholders' approval; (2) To fill vacancies on the
board or in any committee; (3) To fix the compensation of directors for serving
on the board or on any committee; (4) To amend or repeal the bylaws or adopt new
bylaws; (5) To amend or repeal any resolution of the board which by its express
terms is not so amendable or repealable; (6) To make a distribution to the
shareholders except at a rate or in a periodic amount or within a price range
determined by the board; or (7) To appoint other committees of the board or the
members thereof.

                                  ARTICLE VIII

                                     NOTICES

     Section 1.     Whenever, under the provisions of the statutes or of the
articles of incorporation or of these bylaws, notice is required to be given to
any director or shareholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to such director or
shareholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be deposited in the United States mail. Notice to
directors may also be given by facsimile telecommunication. Notice to any
shareholder shall be given at the address



furnished by such shareholder for the purpose of receiving notice. If such
address is not given and if no address appears on the records of the corporation
for such shareholder, notice may be given to such shareholder at the place where
the principal executive office of the corporation is located or by publication
at lest once in a newspaper of general circulation in the county in which said
principal executive office is located. If a notice of a shareholders' meeting is
sent by mail it shall be sent by first-class mail, or, in case the corporation
has outstanding shares held of record by 500 or more persons (determined as
provided in Section 605 of the California General Corporation Law) on the record
date for the shareholders' meeting, notice may be by third-class mail.

     Section 2.     Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the articles of
incorporation or these bylaws, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE IX

                                    OFFICERS

     Section 1.     The officers of the corporation, except those elected in
accordance with Section 210 of the California General Corporation Law, shall be
chosen by the Board of Directors and shall be a President, a Vice-President, a
Secretary and a Chief Financial Officer. The Board of Directors may also choose
additional Vice-Presidents, and one or more Assistant Secretaries and Assistant
Treasurers.

     Section 2.     The Board of Directors, at its first meeting after each
annual meeting of shareholders, shall choose a President, one or more
Vice-Presidents, a Secretary and a Chief Financial Officer, none of whom need be
a member of the board.

     Section 3.     The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.



     Section 4.     The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

     Section 5.     The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  THE PRESIDENT

     Section 6.     The President shall be the Chief Executive Officer of the
corporation, shall preside at all meetings of the shareholders and the Board of
Directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.

     Section 7.     He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

     Section 8.     The Vice-President, or if there shall be more than one, the
Vice-Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the President and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9.     The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties



for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an Assistant
Secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed, it may be attested by his signature or by the signature
of such Assistant Secretary. The Board of Directors may give general authority
to any other officer to affix the seal of the corporation and to attest the
affixing by his signature.

     Section 10.    The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

                           THE CHIEF FINANCIAL OFFICER

     Section 11.    The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors.

     Section 12.    He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Chief Financial Officer and of the financial condition
of the corporation.

     Section 13.    If required by the Board of Directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in



case of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the corporation.

     Section 14.    The Chief Financial Officer is, for the purpose of executing
any documents requiring the signature of the "Treasurer," deemed to be the
treasurer of the corporation.

                            THE ASSISTANT TREASURERS

     Section 15.    The Assistant Treasurer, or, if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Chief Financial Officer, perform the
duties and exercise the powers of the Chief Financial Officer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                    ARTICLE X

                             CERTIFICATES FOR SHARES

     Section 1.     Every holder of shares in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman or vice-chairman of the Board of Directors, or the President or a Vice
President and the Chief Financial Officer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary of the corporation, certifying the number of
shares and the class or series of shares owned by him in the corporation. If the
shares of the corporation are classified or if any class of shares has two or
more series, there shall appear on the certificate either (1) a statement of the
rights, preferences, privileges and restrictions granted to or imposed upon each
class or series of shares to be issued and upon the holders thereof; or (2) a
summary of such rights, preferences, privileges and restrictions with reference
to the provisions of the articles and nay certificates of determination
establishing the same; or (3) a statement setting forth the office or agency of
the corporation from which shareholders may obtain, upon request and without
charge, a copy of the statement referred to in



item (1) heretofore. Every certificate shall have noted thereon any information
required to be set forth by the California General Corporation Law and such
information shall be set forth in the manner provided by such law.

     Section 2.     Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been place upon a certificate shall have ceased to
be such officer, transfer agent or registrar before such certificate is issued,
it may be issued by the corporation with the same effect as if such person were
an officer, transfer agent or registrar at the date of issue.

                                LOST CERTIFICATES

     Section 3.     The Board of Directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed. When authorizing such issue of a new
certificate, the Board of Directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.

                               TRANSFERS OF SHARES

     Section 4.     Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate cancelled and the transaction recorded upon the books of the
corporation.

                            CLOSING OF TRANSFER BOOKS

     Section 5.     In order that the corporation may determine the shareholders
entitled to notice of any meeting or to vote or entitled to receive payment of
any dividend or other distribution



or allotment of any rights or entitled to exercise any rights in respect of any
other lawful action, the Board may fix, in advance, a record date, which shall
not be more than sixty (60) nor less than ten (10) days prior to the date of
such meeting nor more than sixty (60) days prior to any other action.

     A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting
unless the Board fixes a new record date for the adjourned meeting, but the
board shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days from the date set for the original meeting.

                             REGISTERED SHAREHOLDERS

     Section 6.     The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
California.

                                   ARTICLE XI

                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1.     Subject to the provision of the Articles of Incorporation
relating thereto, if any, dividends may be declared by the Board of Directors at
any regular or special meeting, pursuant to law. Dividends may be paid in cash,
in property or in shares of the capital stock, subject to any provisions of the
Articles of Incorporation and the California General Corporation Law.

     Section 2.     Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing



dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

     Section 3.     All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                   FISCAL YEAR

     Section 4.     The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

     Section 5.     The corporate seal shall have inscribed thereon the name of
the corporation, the date of its incorporation and the words "Corporate Seal,
California." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII

                                   AMENDMENTS

     Section 1.     These Bylaws may be altered, amended or repealed or new
Bylaws may be adopted (a) at any regular or special meeting of shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the stock entitled to vote, provided notice of the proposed alteration,
amendment or repeal be contained in the notice of such meeting, or (b) by the
affirmative vote of a majority of the Board of Directors at any regular or
special meeting of the Board. The Board of Directors shall not make or alter any
Bylaw specifying a fixed number of directors or the maximum or minimum number of
directors and the directors shall not change a



fixed board to a variable board or vice versa in the Bylaws. The Board of
Directors shall not change a Bylaw, if any, which requires a larger proportion
of the vote of directors for approval than is required by the California General
Corporation Law.

                                  ARTICLE XIII

                             DIRECTORS ANNUAL REPORT

     Section 1.     The directors shall cause to be sent to the shareholders not
later than one hundred twenty (120) days after the close of the fiscal year, an
annual report which shall include a balance sheet as of the closing date of the
last fiscal year, and an income statement of changes in financial position for
said fiscal year. Said annual report shall be accompanied by any report thereon
of independent accountants or, if there is not such report, the certificate of
an authorized officer of the corporation that such statements were prepared
without audit from the books and records of the corporation. This annual report
is hereby waived whenever the corporation shall have less than one hundred (100)
shareholders as defined in Section 605 of the California General Corporation
Law. Except when said waiver applies, the annual report shall be sent to the
shareholder at least fifteen (15) days (or if sent by third-class mail, 35)
prior to the date of the annual meeting. The annual report may be sent by
third-class mail only if the corporation has outstanding shares held by 500 or
more persons (as determined by the provisions of Section 605 of the California
General Corporation Law) on the record date for the shareholders' meeting. In
addition to the financial statements included in the annual report, the annual
report of the corporation, if it has more than one hundred (100) shareholders as
defined in Section 605 of the California General Corporation Law and if it is
not subject to the reporting requirements of Section 13 of the Securities and
Exchange Act of 1934, or exempt from such registration by Section 12(g)(2) of
said act, shall also describe briefly: (1) Any transaction (excluding
compensation of officers and directors) during the previous fiscal year
involving an amount in excess of forty thousand dollars ($40,000) (other than
contracts let at competitive bids or services rendered at prices regulated by
law) to which the corporation or its parent or subsidiary was a party and in
which any director or officer of the corporation or of a subsidiary or



(if known to the corporation or its parent or subsidiary) any holder of more
than ten percent (10%) of the outstanding voting shares of the corporation had a
direct or indirect material interest, naming such person and stating such
person's relationship to the corporation, the nature of such person's interest
in the transaction and, where practicable, the amount of such interest;
provided, that in the case of a transaction with a partnership of which such
person is a partner, only the interest of the partnership need be stated; and
provided further that no such report need be made in the case of transactions
approved by the shareholders under subdivision (a) of Section 310 of the
California General Corporation Law. (2) The amount and circumstances of any
indemnification or advances aggregating more than ten thousand dollars ($10,000)
paid during the fiscal year to any officer or director of the corporation
pursuant to Section 317 of the California General Corporation Law, provided,
that no such report need be made in the case of indemnification approved by the
shareholders under paragraph (2) of subdivision (e) of Section 317 of the
California General Corporation Law.

EX-3.95

                                                                    Exhibit 3.95


                                STATE of DELAWARE
                           CERTIFICATE of FORMATION of

- -    FIRST: The name of the limited liability company is Playboy TV
     International, LLC

- -    SECOND: The address of its registered office in the State of Delaware is 15
     East North Street in the City of Dover, County of Kent. The name of its
     Registered Agent at such address is Paracorp Incorporated

- -    THIRD: (Use this paragraph only if the company is to have a specific date
     of dissolution: "The latest date on which the limited liability company is
     to dissolve is 12/31/2049.")

- -    FOURTH: (Insert any other matters the members determine to include herein.)
     N/A

- -    IN WITNESS WHEREOF, the undersigned has executed this Certificate of
     Formation of Playboy TV International, LLC this 14th day of June, 1999

                                           /s/ Christine S. Tuthill
                                           ------------------------
                                           Authorized Person(s)

                                           Christine S. Tuthill

EX-3.97

                                                                    Exhibit 3.97

                            CERTIFICATE OF FORMATION
                                       OF
                            CLARIDGE ORGANIZATION LLC

              This Certificate of Formation of Claridge Organization LLC, dated
as of November 30, 2000, is being duly executed and filed by the undersigned to
form a limited liability company under the Delaware Limited Liability Company
Act (6 Del.C. Section 18-101, ET SEQ.).

              1.     NAME. The name of the limited liability company formed
hereby is Claridge Organization LLC (the "COMPANY").

              2.     REGISTERED OFFICE. The address of the registered office of
the Company in the State of Delaware is The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County
of New Castle, Delaware 19801.

              3.     REGISTERED AGENT. The name and address of the registered
agent for service of process on the Company in the State of Delaware is The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street in the
City of Wilmington, County of New Castle, Delaware 19801.

              4.     INDEMNIFICATION. The debts, obligations and liabilities of
the Company, whether arising in tort, contract or otherwise, shall be solely the
debts, obligations and liabilities of the Company, and no Member (as such term
is defined in the Company's Limited Liability Company Agreement) or member of
the Board or Directors of the Company shall be obligated personally for any such
debt, obligation or liability of the Company solely by reason of being a member
or acting as a member of the Board of Directors of the Company. A member of the
Board of Directors of the Company shall, to the maximum extent permitted by the
laws of Delaware, have no personal liability to the Company or its Member for
monetary damages for breach of fiduciary duty as a member of the Board of
Directors, provided that this provision shall not eliminate or reduce the
liability of a member of the Board of Directors in any case where such
elimination or reduction is not permitted by law.



              IN WITNESS WHEREOF, the undersigned has executed this Certificate
of Formation as of the date first above written.


                                                     /s/ Jose Misrahi
                                                     ---------------------------
                                                     Name:  Jose Misrahi
                                                     Title:  Organizer

                                        2

EX-3.98

                                                                    Exhibit 3.98

                               OPERATING AGREEMENT
                                       FOR
                           CLARIDGE ORGANIZATION LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY

              This Operating Agreement (this "AGREEMENT") is made and entered
into as of December 20, 2000, by Playboy TV International, LLC, a Delaware
limited liability company (the "MEMBER").

              The Member desires to form a limited liability company pursuant to
the laws of the State of Delaware. Accordingly, in consideration of the mutual
covenants contained herein, the Members agree as follows:

              A.     FORMATION. The Member has formed a limited liability
company (the "COMPANY") pursuant to the provisions of the Delaware Limited
Liability Company Act (the "ACT") and subject to the terms, provisions and
conditions set forth in this Agreement.

              B.     FILING. In connection with the formation of the Company,
the Member has caused a Certificate of Formation which complies with the
requirements of the Act to be properly filed with the Delaware Secretary of
State.

              C.     NAME. The name of the Company shall be "Claridge
Organization, LLC."

              D.     CAPITAL CONTRIBUTIONS. The Member shall contribute the
following amounts to the Company as its initial capital contributions:



              Name                                         Capital Contribution
              ----                                         --------------------
                                                        
              Claridge Organization, LLC                   $   1,000.00


Additional capital contributions, if any, shall be made by the Member (or any
subsequently admitted member) pro rata in accordance with their respective
Percentage Interests, in the amounts and upon the terms and conditions as the
Members may unanimously agree.

              E.     OWNERSHIP INTERESTS. Claridge Organization, LLC shall own a
100% ownership interest ("PERCENTAGE INTEREST") in the Company.



              F.     PROFITS AND LOSSES. The Member (and any subsequently
admitted member) shall share in the profits and losses of the Company in
accordance with their respective Percentage Interests. As used herein, "profits"
shall include each item of Company income and gain, and "losses" shall include
each item of Company loss and deduction, as determined for income tax purposes.

              G.     DISTRIBUTION. Each distribution to the Member of cash or
other assets of the Company shall be made in accordance with its Percentage
Interest, in such amounts and at such times as shall be determined by the
Member.

              H.     MANAGEMENT. The general management of the Company shall be
vested in the Member.

              I.     EVENTS GIVING RISE TO DISSOLUTION. The Company shall
dissolve upon the first to occur of the following, and upon no other event or
occurrence:

                     1.     the agreement in writing by the Member to dissolve
                            the Company;
                     2.     December 31, 2050; or
                     3.     the dissolution of Playboy TV International LLC.

Without limiting the other provisions hereof, neither the assignment of all or
any part of the Member's interest in the Company nor the admission of a new
member shall cause the dissolution of the Company.

              J.     ASSIGNMENT OF MEMBERSHIP INTERESTS; ADMISSION OF NEW
MEMBERS. The Member may assign any portion or component of its interest in the
Company, and no new or substitute members shall be admitted to the Company,
without the written consent of the Member.

              K.     AMENDMENTS. This Agreement may be amended by written
agreement of amendment executed by the Member, but not otherwise.

              L.     GOVERNING LAW; JURISDICTION. This Agreement shall be
governed by and interpreted in accordance with the laws of the State of
Delaware.

                            [Continued on next page]

                                        2


              M.     SUCCESSORS AND ASSIGNS. Except as provided in this
Agreement to the contrary, this Agreement shall be binding upon and inure to the
benefit of the parties and their legal representatives, successors and assigns.

              IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date first above written.


                                              Playboy TV International, LLC, a
                                              Delaware limited liability company


                                              Name: /s/ William Fisher
                                                    ----------------------------
                                              Title:  President
                                                      --------------------------

                                        3

EX-3.99

                                                                    Exhibit 3.99

                            CERTIFICATE OF FORMATION
                                       OF
                           CHELSEA COURT HOLDINGS LLC

              This Certificate of Formation of Chelsea Court Holdings LLC, dated
as of November 30, 2000, is being duly executed and filed by the undersigned to
form a limited liability company under the Delaware Limited Liability Company
Act (6 Del.C. Section 18-101, ET SEQ.).

              1.     NAME. The name of the limited liability company formed
       hereby is Chelsea Court Holdings LLC (the "COMPANY").

              2.     REGISTERED OFFICE. The address of the registered office of
       the Company in the State of Delaware is The Corporation Trust Company,
       Corporation Trust Center, 1209 Orange Street in the City of Wilmington,
       County of New Castle, Delaware 19801.

              3.     REGISTERED AGENT. The name and address of the registered
       agent for service of process on the Company in the State of Delaware is
       The Corporation Trust Company, Corporation Trust Center, 1209 Orange
       Street in the City of Wilmington, County of New Castle, Delaware 19801.

              4.     INDEMNIFICATION. The debts, obligations and liabilities of
       the Company, whether arising in tort, contract or otherwise, shall be
       solely the debts, obligations and liabilities of the Company, and no
       Member (as such term is defined in the Company's Limited Liability
       Company Agreement) or member of the Board or Directors of the Company
       shall be obligated personally for any such debt, obligation or liability
       of the Company solely by reason of being a member or acting as a member
       of the Board of Directors of the Company. A member of the Board of
       Directors of the Company shall, to the maximum extent permitted by the
       laws of Delaware, have no personal liability to the Company or its Member
       for monetary damages for breach of fiduciary duty as a member of the
       Board of Directors, provided that this provision shall not eliminate or
       reduce the liability of a member of the Board of Directors in any case
       where such elimination or reduction is not permitted by law.

              IN WITNESS WHEREOF, the undersigned has executed this Certificate
of Formation as of the date first above written.


                                               By: /s/ Jose Misrahi
                                                   -----------------------------
                                                   Name:  Jose Misrahi
                                                   Title:  Organizer

EX-3.100

                                                                   Exhibit 3.100

                               OPERATING AGREEMENT
                                       FOR
                            CHELSEA COURT HOLDING LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY

              This Operating Agreement (this "AGREEMENT") is made and entered
into as of December 20, 2000, by Playboy TV International, LLC, a Delaware
limited liability company (the "MEMBER").

              The Member desires to form a limited liability company pursuant to
the laws of the State of Delaware. Accordingly, in consideration of the mutual
covenants contained herein, the Members agree as follows:

              A.     FORMATION. The Member has formed a limited liability
company (the "COMPANY") pursuant to the provisions of the Delaware Limited
Liability Company Act (the "ACT") and subject to the terms, provisions and
conditions set forth in this Agreement.

              B.     FILING. In connection with the formation of the Company,
the Member has caused a Certificate of Formation which complies with the
requirements of the Act to be properly filed with the Delaware Secretary of
State.

              C.     NAME. The name of the Company shall be "Chelsea Court
Holding LLC."

              D.     CAPITAL CONTRIBUTIONS. The Member shall contribute the
following amounts to the Company as its initial capital contributions:



              Name                                         Capital Contribution
              ----                                         --------------------
                                                            
              Chelsea Court Holding LLC                        $   1,000.00


Additional capital contributions, if any, shall be made by the Member (or any
subsequently admitted member) pro rata in accordance with their respective
Percentage Interests, in the amounts and upon the terms and conditions as the
Members may unanimously agree.

              E.     OWNERSHIP INTERESTS. Chelsea Court Holding LLC shall own a
100% ownership interest ("PERCENTAGE INTEREST") in the Company.

              F.     PROFITS AND LOSSES. The Member (and any subsequently
admitted member) shall share in the profits and losses of the Company in



accordance with their respective Percentage Interests. As used herein, "profits"
shall include each item of Company income and gain, and "losses" shall include
each item of Company loss and deduction, as determined for income tax purposes.

              G.     DISTRIBUTION. Each distribution to the Member of cash or
other assets of the Company shall be made in accordance with its Percentage
Interest, in such amounts and at such times as shall be determined by the
Member.

              H.     MANAGEMENT. The general management of the Company shall be
vested in the Member.

              I.     EVENTS GIVING RISE TO DISSOLUTION. The Company shall
dissolve upon the first to occur of the following, and upon no other event or
occurrence:

              1.     the agreement in writing by the Member to dissolve the
                     Company;
              2.     December 31, 2050; or
              3.     the dissolution of Playboy TV International LLC.

Without limiting the other provisions hereof, neither the assignment of all or
any part of the Member's interest in the Company nor the admission of a new
member shall cause the dissolution of the Company.

              J.     ASSIGNMENT OF MEMBERSHIP INTERESTS; ADMISSION OF NEW
MEMBERS. The Member may assign any portion or component of its interest in the
Company, and no new or substitute members shall be admitted to the Company,
without the written consent of the Member.

              K.     AMENDMENTS. This Agreement may be amended by written
agreement of amendment executed by the Member, but not otherwise.

              L.     GOVERNING LAW; JURISDICTION. This Agreement shall be
governed by and interpreted in accordance with the laws of the State of
Delaware.

                            [Continued on next page]

                                        2


              M.     Successors and Assigns. Except as provided in this
Agreement to the contrary, this Agreement shall be binding upon and inure to the
benefit of the parties and their legal representatives, successors and assigns.

              IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date first above written.

                                              Playboy TV International, LLC, a
                                              Delaware limited liability company


                                              Name: /s/ William Fisher
                                                    ----------------------------
                                              Title: President, William Fisher
                                                     ---------------------------

                                        3

EX-12

                                                                      Exhibit 12



                                       COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                                (in thousands, except ratios)

                                                    Three Months Ended
                                                         March 31,                      Fiscal Year Ended December 31,
                                                   ----------------------  -------------------------------------------------------
                                                      2003        2002        2002        2001       2000         1999       1998
                                                   -----------  ---------  -----------  ---------  ---------  ---------  ---------
                                                                                                      
FIXED CHARGES
    Interest expensed and capitalized............      $3,562     $4,472      $15,147    $13,970    $ 9,148    $ 7,977     $1,551
    Amortized premiums related to indebtedness...         275        240          993        905        840        631        113
    Estimate of interest within rental expense...         893        792        3,454      4,682      4,912      4,557      3,705
                                                     ---------  ---------  -----------  ---------  ---------  ---------  ---------
TOTAL FIXED CHARGES..............................      $4,730     $5,504      $19,594    $19,557    $14,900    $13,165     $5,369
                                                     =========  =========  ===========  =========  =========  =========  =========


EARNINGS
   ADD
    Pretax income (loss) from continuing operations
      before minority interests in consolidated
      subsidiaries or income (loss) from equity
      investees....................................    $2,283     $(2,561)    $(7,146)  $(26,877)  $(30,899)   $ 7,533     $7,471
    Fixed charges..................................     4,730       5,504      19,594     19,557     14,900     13,165      5,369
                                                     ---------    ---------  ---------  ---------  ---------  ---------  ---------
TOTAL ADJUSTED EARNINGS............................    $7,013     $ 2,943     $12,448   $ (7,320)  $(15,999)   $20,698    $12,840
                                                     =========    =========  =========  =========  =========  =========  =========
RATIO OF EARNINGS TO FIXED CHARGES.................     1.48x        0.53x      0.64x       -          -         1.57x      2.39x
                                                     =========    =========  =========  =========  =========  =========  =========

EX-21

                                                                      EXHIBIT 21

                                  SUBSIDIARIES

Certain subsidiaries are omitted from this exhibit because, when considered
individually or in the aggregate, they would not constitute a significant
subsidiary.

Indented names represent subsidiaries of the company under the name of which
they are indented.




                                                                                                                      Percent
                                                                               Jurisdiction in                      Ownership
                                                                            which Incorporated                   By Immediate
       Name of Company                                                            or Organized                         Parent
       ---------------                                                      ------------------                   ------------
                                                                                                        

       Playboy Enterprises, Inc. (parent)                                             Delaware
         PEI Holdings, Inc.                                                           Delaware                           100%
           Spice Entertainment, Inc.                                                  Delaware                           100%
              CPV Productions, Inc.                                                   Delaware                           100%
              Cyberspice, Inc.                                                        Delaware                           100%
              MH Pictures, Inc.                                                     California                           100%
              Planet Spice, Inc.                                                      Delaware                           100%
              SEI 4 ApS                                                                Denmark                           100%
              Spice Direct, Inc.                                                      Delaware                           100%
              Spice International, Inc.                                               Delaware                           100%
              Spice Networks, Inc.                                                    New York                           100%
              Spice Productions, Inc.                                                   Nevada                           100%
           Playboy Enterprises International, Inc.                                    Delaware                           100%
              Alta Loma Entertainment, Inc.                                           Delaware                           100%
              Itasca Holdings, Inc.                                                   Illinois                           100%
              Lake Shore Press, Inc.                                                  Delaware                           100%
              Lifestyle Brands, Ltd.                                                  Delaware                           100%
              Planet Playboy, Inc.                                                    Delaware                           100%
                Playboy Canada, Inc.                                                    Canada                           100%
                Planet Playboy Brazil Licenciamento De Nomes De Dominio LTDA            Brazil                           100%
              Playboy Australia Pty. Ltd.                                            Australia                           100%
              Playboy Clubs International, Inc.                                       Delaware                           100%
                Playboy Preferred, Inc.                                               Illinois                           100%
              Playboy.com, Inc.                                                       Delaware                           100%
                Playboy Casino Australia Pty. Ltd.                                   Australia                           100%
                Playboy.com Germany, Inc.                                             Delaware                           100%
                Playboy.com Internet Gaming, Inc.                                     Delaware                           100%
                  Playboy.com Racing, Inc.                                            Delaware                           100%
                  Playboy.com Internet Gaming (Gibraltar) Limited                    Gibraltar                           100%
                Playboy.com KGLP, Inc.                                                Delaware                           100%
                SpiceTV.com, Inc.                                                     Delaware                           100%
              Playboy Entertainment Group, Inc.                                       Delaware                           100%
                Adultvision Communications, Inc.                                      Delaware                           100%
                After Dark Video, Inc.                                                Delaware                           100%
                Alta Loma Distribution, Inc.                                          Delaware                           100%
                AL Entertainment, Inc.                                              California                           100%
                Andrita Studios, Inc.                                               California                           100%
                Impulse Productions, Inc.                                             Delaware                           100%
                Indigo Entertainment, Inc.                                            Illinois                           100%
                Mystique Films, Inc.                                                California                           100%
                Playboy TV International, LLC                                         Delaware                            (1)
                  Candlelight Management LLC                                          Delaware                           100%
                    1945/1947 Cedar River C.V.                                     Netherlands                           100%


                      PTVI Limited                                              Cayman Islands                           100%
                  Chelsea Court Holdings, LLC                                         Delaware                           100%
                  Claridge Organization LLC                                           Delaware                           100%
                    Stichting 1945/1947 La Laguna                                  Netherlands                           100%
                  Playboy TV - GmbH Germany                                            Germany                           100%
                  Playboy TV International B.V.                                    Netherlands                           100%
                  Playboy TV UK Limited                                         United Kingdom                           100%
                    Playboy TV/UK Benelux Ltd.                                  United Kingdom                           100%
                  STV International B.V.                                           Netherlands                           100%
                Precious Films, Inc.                                                California                           100%
                SEI Inc. ApS                                                           Denmark                           100%
                Women Productions, Inc.                                             California                           100%
              Playboy Gaming International, Ltd.                                      Delaware                           100%
                Playboy Cruise Gaming, Inc.                                           Delaware                           100%
                Playboy Gaming UK, Ltd.                                               Delaware                           100%
              Playboy Gaming Nevada, Inc.                                               Nevada                           100%
              Playboy Japan, Inc.                                                     Delaware                           100%
              Playboy Models, Inc.                                                    Illinois                           100%
              Playboy Products & Services International, B.V.                      Netherlands                           100%
              Playboy Properties, Inc.                                                Delaware                           100%
              Playboy Shows, Inc.                                                     Delaware                           100%
              Special Editions, Ltd.                                                  Delaware                           100%
              Spice Hot Entertainment, Inc.                                           Delaware                           100%
                SEI 1 ApS                                                              Denmark                           100%
              Spice Platinum Entertainment, Inc.                                      Delaware                           100%
              Telecom International, Inc.                                              Florida                           100%


     (1) Playboy TV International, LLC is 99% owned by Playboy Entertainment
         Group, Inc. and 1% owned by Adultvision Communications, Inc.

EX-23.1

                                                                 Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated February 14, 2003, except for Notes N and V, as
to which the date is March 14, 2003, and except for Note X, as to which the
date is May 15, 2003, with respect to the financial statements of Playboy
Enterprises, Inc. incorporated by reference and included in the Registration
Statement (Form S-4) of PEI Holdings, Inc. and the additional registrants
named therein and the related Prospectus relating to $115 million of PEI
Holdings, Inc.'s 11% Senior Secured Notes due 2010 and guarantees thereof.

/s/ Ernst & Young LLP

Chicago, Illinois
May 15, 2003

EX-23.2

                                                                  Exhibit 23.2


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement on
Form S-4 of PEI Holdings, Inc and the additional registrants named in the Table
of Additional Registrants of our report dated February 22, 2002 on the
consolidated financial statements of Playboy TV International, LLC. and
subsidiaries as of and for the years ended December 31, 2001 and 2000 (which
report expresses an unqualified opinion and includes an explanatory paragraph
relating to the entity's ability to continue as a going concern), appearing in
the Annual Report on Form 10-K of Playboy Enterprises, Inc. for the year ended
December 31, 2002 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.


/s/ Deloitte & Touche LLP

Miami, Florida
May 15, 2003

EX-25

                                                                      Exhibit 25

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                      UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
                   OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

                         BANK ONE, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

A National Banking Association                       36-0899825
                                                     (I.R.S. employer
                                                     identification number)

1 Bank One Plaza, Chicago, Illinois                  60670-0120
(Address of principal executive offices)             (Zip Code)

                                 Bank One, N.A.
              1 Bank One Plaza, Suite IL1-0120, The Law Department
                          Chicago, Illinois 60670-0120
             Attn: Sandra L. Caruba, Senior Counsel, (312) 336-9436
            (Name, address and telephone number of agent for service)

                               PEI HOLDINGS, INC.
               (Exact name of obligor as specified in its charter)

Delaware                                             36-4276282
(State or other jurisdiction of                 (I.R.S. employer
incorporation or organization)                       identification number)

                       SEE TABLE OF ADDITIONAL OBLIGORS

680 North Lake Shore Drive
Chicago, Illinois                                    60611
(Address of principal executive offices)             (Zip Code)



                        11% SENIOR SECURED NOTES DUE 2011
           GUARANTEES RELATED TO THE 11% SENIOR SECURED NOTES DUE 2011
                         (TITLE OF INDENTURE SECURITIES)

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
           TRUSTEE:

           (a)     NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY
                   TO WHICH IT IS SUBJECT.

           Comptroller of Currency, Washington, D.C., Federal Deposit Insurance
           Corporation, Washington, D.C., The Board of Governors of the Federal
           Reserve System, Washington D.C.

           (b)     WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

           The trustee is authorized to exercise corporate trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE
           TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

           No such affiliation exists with the trustee.

ITEM 16.   LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS
           STATEMENT OF ELIGIBILITY.

           1. A copy of the articles of association of the trustee now in
              effect.*

           2. A copy of the certificates of authority of the trustee to commence
              business.*

           3. A copy of the authorization of the trustee to exercise corporate
              trust powers.*

           4. A copy of the existing by-laws of the trustee.*

           5. Not Applicable.

           6. The consent of the trustee required by Section 321(b) of the Act.

           7. A copy of the latest report of condition of the trustee published
              pursuant to law or the requirements of its supervising or
              examining authority.

           8. Not Applicable.

           9. Not Applicable.



       Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bank One, N.A., a national banking association organized
and existing under the laws of the United States of America, has duly caused
this Statement of Eligibility to be signed on its behalf by the undersigned
thereunto duly authorized, all in the City of Chicago and the State of Illinois,
on this 1st day of May, 2003.

           BANK ONE, N.A.,
           TRUSTEE

           By /s/ Sandra L. Caruba
              -------------------------------------
              Sandra L. Caruba
              Senior Counsel

* EXHIBITS 1,2,3, AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF BANK ONE, N.A., FILED AS EXHIBIT
25 TO THE REGISTRATION STATEMENT ON FORM S-3 OF HOUSEHOLD FINANCE CORPORATION
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 2000
(REGISTRATION NO. 333-33240).



                                   EXHIBIT 6

                      THE CONSENT OF THE TRUSTEE REQUIRED
                          BY SECTION 321(b) OF THE ACT


                                                         May 1, 2003


Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

          In connection with the qualification of an indenture between PEI
Holdings, Inc., the other Guarantors party thereto and Bank One, N.A., the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.


                        Very truly yours,

                        BANK ONE, NATIONAL ASSOCIATION

                        By    /s/ Sandra L. Caruba
                           --------------------------------------
                              Sandra L. Caruba
                              Senior Counsel



                                   EXHIBIT 7

BANK ONE, NA                                                           FFIEC 031
- -----------------------------------------                              RC-1
Legal Title of Bank

CHICAGO                                                                   11
- -----------------------------------------
City

IL                           60670
- -----------------------------------------
State                        Zip Code

Transmitted to EDS as 0226086 on 02/12/2003 at 02:12:13 CST

FDIC Certificate Number - 03618

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 2002

All schedules are to be reported in thousands of dollars. Unless otherwise
Indicated, report the amount outstanding as of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET



                                                                            Dollar Amounts in Thousands RCFD    II Mil Thou
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                            
ASSETS
 1. Cash and balances due from depository Institutions (from Schedule RC-A);
    a. Noninterest-bearing balances and currency and coin(1)                                            0061    15,002,000 1.a
    b. Interest-bearing balances(2)                                                                     0071     1,498,000 1.b
 2. Securities:
    a. Held-to-maturity securities (from Schedule RC-B, column A)                                       1754             0 2.a
    b. Available-for-sale securities (from Schedule RC-B, column D)                                     1773    47,652,000 2.b
 3. Federal funds sold and securities purchased under agreements to resell:                             RCON
    a. Federal funds sold in domestic offices                                                           B987    10,827,000 3.a
                                                                                                        RCFD
    b. Securities purchased under agreements to resell(3)                                               B989     6,674,000 3.b
 4. Loans and lease financing receivables (from Schedule RC-C):
    a. Loans and leases held for sale                                                                   5369     3,633,000 4.a
    b. Loans and leases, net of unearned income                                        B520  117,893,00                    4.b
    c. LESS: Allowance for loan and lease losses                                       3123   3,525,000                    4.c
    d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)                      B629   114,388,000 4.d
 5. Trading assets (from Schedule RC-D)                                                                 3545     5,334,000 5
 6. Premises and fixed assets (including capitalized leases)                                            2145     1,244,000 6
 7. Other real estate owned (from Schedule RC-M)                                                        2160        71,000 7
 8. Investments in unconsolidated subsidiaries and associated
     companies (from Schedule RC-M)                                                                     2130       119,000 8
 9. Customers' liability to this bank on acceptances outstanding                                        2155       222,000 9
10. Intangible assets:
    a. Goodwill                                                                                         3163       601,000 10.a
    b. Other Intangible assets (from Schedule RC-M)                                                     0428        58,000 10.b
11. Other assets (from Schedule RC-F)                                                                   2160     8,234,000 11
12. Total assets (sum of items 1 through 11)                                                            2170   217,537,000 12


- ----------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securities resale agreements in domestic and foreign offices,
    regardless of maturity.



BANK ONE, NA                                                           FFIEC 031
- -----------------------------------------                              RC-2
Legal Title of Bank

Transmitted to EDS as 0226086 on 02/12/2003 at 02:12:13 CST               12

FDIC Certificate Number - 03618

SCHEDULE RC--CONTINUED



                                                                            Dollar Amounts in Thousands      Bil Mil Thou
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                            
LIABILITIES
13. Deposits:
    a. In domestic offices (sum of totals of columns A and C from Schedule RC-E,                        RCON
       part 1)                                                                                          2200   123,677,000 13.a
       (1) Noninterest-bearing(1)                                                      5531  45,556,000                    13.a.1
       (2) Interest-bearing                                                            8838  77,821,000                    13.a.2
    b. In foreign offices, Edge and Agreement subsidiaries, and IBFs                                    RCFN
       (from Schedule RC-E, part II)                                                                    2200    23,976,000 13.b
       (1) Noninterest-bearing                                                         6631     442,000                    13.b.1
       (2) Interest-bearing                                                            8838  23,534,000                    13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase:                         RCON
    a. Federal funds purchased in domestic offices(2)                                                   B993     5,797,000 14.a
                                                                                                        RCFD
    b. Securities sold under agreements to repurchase(3)                                                B986     4,289,000 14.b
15. Trading liabilities (from Schedule RC-D)                                                            3548     4,092,000 15
16. Other borrowed money (includes mortgage Indebtedness and obligations
    under capitalized leases) (from Schedule RC-M)                                                      3190    26,505,000 16
17. Not applicable
18  Bank's liability on acceptances executed and outstanding                                            2820       222,000 18
19. Subordinated notes and debentures(4)                                                                3200     5,037,000 19
20. Other liabilities (from Schedule RC-G)                                                              2930     6,295,000 20
21. Total liabilities (sum of Items 13 through 20)                                                      2948   199,890,000 21
22. Minority Interest in consolidated subsidiaries                                                      3000       106,000 22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus                                                       3838             0 23
24. Common Stock                                                                                        3230       201,000 24
25. Surplus (exclude all surplus related to preferred stock)                                            3830     9,173,000 25
26. a. Retained earnings                                                                                3632     6,069,000 26.a
    b. Accumulated other comprehensive income(5)                                                        8330        95,000 26.b
27. Other equity capital components(6)                                                                  A130             0 27
28. Total equity capital (sum of Items 23 through 27)                                                   3210    17,541,000 28
29. Total liabilities, minority interest, and equity capital (sum of Items 21, 22, and 28)              3300   217,637,000 29


Memorandum
To be reported only with the March Report of Condition.



                                                                                                        RCFD        Number
                                                                                                                   
1. Indicate in the box at the right the number of the statement below that best
   describes the most comprehensive level of auditing work performed for the bank
   by Independent external auditors as of any date during 2001                                          8724           N/A  M.1


1 = Independent audit of the bank conducted in accordance with generally
    accepted auditing standards by a certified public accounting firm which
    submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
    accordance with generally accepted auditing standards by a certified public
    accounting firm which submits a report on the consolidated holding company
    (but not on the bank separately)
3 = Attestation on bank management's assertion on the effectiveness of the
    bank's Internal control over financial reporting by a certified public
    accounting firm
4 = Directors' examination of the bank conducted in accordance with generally
    accepted auditing standards by a certified public accounting firm (may be
    required by state chartering authority)
5 = Directors' examination of the bank performed by other external auditors
    (may be required by state chartering authority)
6 = Review of the bank's financial statements by external auditors
7 = Compilation of the bank's financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work

- ----------
(1) Includes total demand deposits and noninterest-bearing time and savings
    deposits.
(2) Report overnight Federal Home Loan Bank advances in Schedule RC, Item
    16, "other borrowed money."
(3) Includes all securities repurchase agreements in domestic and foreign
    offices, regardless of maturity
(4) Includes limited-life preferred stock and related surplus.
(5) Includes net unrealized holding gains (losses) on available-for-sale
    securities, accumulated net gains (losses on cash flow hedges, cumulative
    foreign currency translation adjustments, and minimum pension liability
    adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.



                         TABLE OF ADDITIONAL OBLIGORS



                                           State of Incorporation or
Name of Additional Obligor*                Formation                      I.R.S. Employer Identification Number
- ---------------------------------------------------------------------------------------------------------------
                                                                     
Playboy Enterprises, Inc.                  Delaware                        36-4249478
Spice Entertainment, Inc.                  Delaware                        11-2917462
CPV Productions, Inc.                      Delaware                        95-4481959
Cyberspice, Inc.                           Delaware                        13-3792864
MH Pictures, Inc.                          California                      95-4408483
Planet Spice, Inc.                         Delaware                        36-4473316
Spice Direct, Inc.                         Delaware                        13-3697513
Spice International, Inc.                  Delaware                        13-3688041
Spice Networks, Inc.                       New York                        13-3426694
Spice Productions, Inc.                    Nevada                          13-3876038
Playboy Enterprises International, Inc.    Delaware                        36-2258830
Alta Loma Entertainment, Inc.              Delaware                        95-4883621
Itasca Holdings, Inc.                      Illinois                        36-3529184
Planet Playboy, Inc.                       Delaware                        36-4358154
Playboy Gaming Nevada, Inc.                Nevada                          36-4248894
Playboy Japan, Inc.                        Delaware                        36-4282316
Playboy Gaming International, Ltd.         Delaware                        36-2719674
Playboy Cruise Gaming, Inc.                Delaware                        36-4244129
Playboy Gaming UK, Ltd.                    Delaware                        36-4374462
Lifestyle Brands, Ltd.                     Delaware                        36-2719675
Lake Shore Press, Inc.                     Delaware                        36-2689343
Playboy Clubs International, Inc.          Delaware                        36-2477567
Playboy preferred, Inc.                    Illinois                        36-2601526
Playboy of Sussex, Inc.                    Delaware                        36-2659186
Playboy of Lyons, Inc.                     Wisconsin                       36-2584408
Playboy Club of Hollywood, Inc.            Delaware                        95-2310857
Playboy Club of New York, Inc.             New York                        13-1935032
Special Editions, Ltd.                     Delaware                        36-3039034
Telecom International, Inc.                Florida                         36-3973180
Spice Platinum Entertainment, Inc.         Delaware                        95-4873888
Spice Hot Entertainment, Inc.              Delaware                        95-4873886
Playboy Models, Inc.                       Illinois                        36-2533870
Playboy, Properties, Inc.                  Delaware                        36-2558603
Playboy Shows, Inc.                        Delaware                        36-2662679
Steelton, Inc.                             Delaware                        36-2655856
Playboy Entertainment Group, Inc.          Delaware                        36-3687870
AdulTVision Communications, Inc.           Delaware                        95-4532434
After Dark Video, Inc.                     Delaware                        36-2587791
Alta Loma Distribution, Inc.               Delaware                        36-2692124
AL Entertainment, Inc.                     California                      95-4682466
Impulse Productions, Inc.                  Delaware                        36-3277482
Indigo Entertainment, Inc.                 Illinois                        95-4450165
Mystique Films, Inc.                       California                      95-4535259
Precious Films, Inc.                       California                      36-3989206
Women Productions, Inc.                    California                      95-4551605
Playboy TV International, LLC              Delaware                        65-0952345
Claridge Organization, LLC                 Delaware                        N/A
Chelsea Court Holdings, LLC                Delaware                        N/A
Candlelight Management, LLC                Delaware                        N/A


  * Addresses of principal executive offices are the same as that of PEI
    Holdings, Inc.

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

PEI HOLDINGS, INC.
offer for all outstanding
11% Senior Secured Notes due 2010
and the related guarantees
in exchange for
11% Senior Secured Notes due 2010
and the related guarantees
which have been registered under
the Securities Act of 1933, as amended,
pursuant to the prospectus dated  , 2003

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2003, UNLESS EXTENDED (SUCH TIME AND DATE, AS SO EXTENDED, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE.

The exchange agent for the exchange offer is:
Bank One, N.A.

For all forms of delivery:

Bank One, N.A.
1111 Polaris Parkway
Suite N1-OH1-0184
Columbus, Ohio 43240
Attention: Exchanges

Facsimile (for eligible institutions only):
614-248-9987

For confirmation call
800-346-5153

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR FACSIMILE NUMBER OTHER THAN AS INDICATED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

        The undersigned acknowledges that he or she has received and reviewed the prospectus of PEI Holdings, Inc., a Delaware corporation (the "Issuer"), Playboy Enterprises, Inc., a Delaware corporation ("Playboy Enterprises"), and certain subsidiaries of the Issuer (collectively, together with Playboy Enterprises, the "Guarantors"), dated                         , 2003, as the same may be amended or supplemented from time to time (the "Prospectus"), and this letter of transmittal, which together constitute the Issuer's and the Guarantors' offer, referred to as the exchange offer, to exchange an aggregate principal amount of up to $115,000,000 of the Issuer's 11% Senior Secured Notes due 2010, including the guarantees thereof by the Guarantors, which have been registered under the Securities Act of 1933, as amended (the "New Notes"), for a like principal amount of the Issuer's issued and outstanding 11% Senior Secured Notes due 2010, including the guarantees thereof by the Guarantors,

(the "Old Notes"). Capitalized terms used but not defined in this letter of transmittal shall have the same meaning given to them in the Prospectus, as it may be amended or supplemented.

        This letter of transmittal is to be completed by a holder of Old Notes if either (a) a tender of Old Notes is to be made by book-entry transfer to the account of the exchange agent at The Depository Trust Company ("DTC"), pursuant to the procedures for tender by book-entry transfer set forth in the Prospectus under "The Exchange Offer—Procedures for Tendering Old Notes" and an agent's message, as defined below, is not delivered or (b) certificates for such Old Notes are to be forwarded herewith. Certificates or book-entry confirmation of the transfer of Old Notes into the exchange agent's account at DTC, as well as this letter of transmittal, properly completed and duly executed, with any required signature guarantees, and any other documents required by this letter of transmittal, must be received by the exchange agent at its address set forth herein on or prior to the expiration date. In connection with any tender of Old Notes by book-entry transfer, an agent's message may be delivered as part of the book-entry confirmation in lieu of this letter of transmittal. The term "book-entry confirmation" means a confirmation of a book-entry transfer of Old Notes into the exchange agent's account at DTC. The term "agent's message" means a message transmitted to the exchange agent by DTC which states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that the Issuer and the Guarantors may enforce the letter of transmittal against such holder.

        If Old Notes are tendered pursuant to book-entry procedures, the exchange agent must receive, no later than 5:00 p.m., New York City time, on the expiration date, book-entry confirmation of the tender of the Old Notes into the exchange agent's account at DTC, along with a completed letter of transmittal or an agent's message.

By crediting the Old Notes to the exchange agent's account at DTC and by complying with the applicable procedures of DTC's Automated Tender Offer Program, or ATOP, with respect to the tender of the Old Notes, including by the transmission of an agent's message, the holder of Old Notes acknowledges and agrees to be bound by the terms of this letter of transmittal, and the participant in DTC confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this letter of transmittal as being applicable to it and such beneficial owners as fully as if such participant and each such beneficial owner had provided the information required herein and executed and transmitted this letter of transmittal to the exchange agent.

        Holders of Old Notes whose certificates for such Old Notes are not immediately available or who are unlikely to be able to deliver all required documents to the exchange agent on or prior to the expiration date or who cannot complete a book-entry transfer on a timely basis may tender their Old Notes according to the guaranteed delivery procedures described in the Prospectus under "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery".

DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

        The undersigned has completed the appropriate boxes below and signed this letter of transmittal to indicate the action the undersigned desires to take with respect to the exchange offer.

2

        List below the Old Notes to which this letter of transmittal relates. The name(s) and address(es) of the registered holder(s) of the Old Notes tendered hereby should be printed below, if they are not already set forth below, as they appear on the certificates representing such Old Notes. The certificate number(s) and the principal amount of Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes below. If the space provided below is inadequate, the certificate numbers and principal amount of Old Notes should be listed on a separate, signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		Certificate Number(s)*	Aggregate Principal Amount of Old Notes	Principal Amount Tendered**
		Total:
*	Need not be completed if Old Notes are being tendered by book-entry transfer.
**	Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old Notes represented by the Old Notes indicated in the second column. See Instruction 4. Old Notes tendered hereby must be in denominations of $1,000 or any integral multiple thereof.

o

CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution

        DTC Account Number

        Transaction Code Number

o

CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.

o

CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (SEE INSTRUCTION 1):

        Name(s) of Registered Holder(s)

        Window Ticket Number (if any)

        Date of Execution of Notice of Guaranteed Delivery

        Name of Eligible Institution which Guaranteed Delivery

        If Guaranteed Delivery is to be Made by Book-Entry Transfer:

        Name of Tendering Institution

        DTC Account Number

        Transaction Code Number

o

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.*

        Name:

        Address:

*

You are entitled to as many copies as you reasonably believe necessary. If you require more than 10 copies, please indicate the total number required in the following space:                     .

3

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        The undersigned hereby tenders to the Issuer the principal amount of Old Notes indicated above, upon the terms and subject to the conditions of the exchange offer. Subject to and effective upon the acceptance for exchange of all or any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the exchange offer, including, if the exchange offer is extended or amended, the terms and conditions of any such extension or amendment, the undersigned hereby irrevocably sells, assigns and transfers to or upon the order of the Issuer all right, title and interest in and to such Old Notes.

        The undersigned hereby irrevocably constitutes and appoints the exchange agent as its agent and attorney-in-fact, with full knowledge that the exchange agent is also acting as agent of the Issuer and the Guarantors in connection with the exchange offer and as trustee under the indenture governing the Old Notes and the New Notes, with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (1) deliver certificates representing such Old Notes, together with all accompanying evidences of transfer and authenticity, to or upon the order of the Issuer upon receipt by the exchange agent, as the undersigned's agent, of the New Notes to be issued in exchange for such Old Notes, (2) present certificates for such Old Notes for transfer and to transfer the Old Notes on the books of the Issuer and (3) receive for the account of the Issuer all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the exchange offer.

        The undersigned hereby represents and warrants that (1) the undersigned has full power and authority to tender, exchange, sell, assign and transfer the Old Notes tendered hereby, (2) the Issuer will acquire good, marketable and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and other encumbrances, and (3) the Old Notes tendered hereby are not subject to any adverse claims or proxies. The undersigned warrants and agrees that the undersigned will, upon request, execute and deliver any additional documents requested by the Issuer or any Guarantor or the exchange agent to complete the exchange, sale, assignment and transfer of the Old Notes tendered hereby. The undersigned has read and agrees to all of the terms and conditions of the exchange offer.

        The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in "The Exchange Offer—Procedures for Tendering Old Notes" in the Prospectus and in the instructions accompanying this letter of transmittal will, upon the Issuer's acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the exchange offer and that the tendering holder will be deemed to have waived the right to receive any payment in respect of interest or otherwise on such Old Notes accrued up to the date of issuance of the New Notes. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Issuer may not be required to accept for exchange any of the Old Notes tendered hereby.

        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the New Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Notes, that such New Notes be credited to the account indicated above maintained at DTC. If applicable, substitute certificates representing Old Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Old Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery Instructions," the undersigned hereby directs that the New Notes be delivered to the undersigned at the address shown below the undersigned's signature. The undersigned recognizes that the Issuer and the Guarantors have no obligation pursuant to "Special

4

Delivery Instructions" to transfer any Old Notes from a registered holder thereof if the Issuer does not accept for exchange any of the principal amount of such Old Notes so tendered.

        By tendering Old Notes and executing this letter of transmittal, the undersigned hereby represents and agrees that (i) the undersigned is not an "affiliate," as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), of the Issuer or any of the Guarantors, (ii) any New Notes to be received by the undersigned are being acquired in the ordinary course of its business, (iii) the undersigned is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the New Notes and (iv) the undersigned is not acting on behalf of any person who could not truthfully make the foregoing representations.

        The undersigned hereby acknowledges and agrees that any broker-dealer and any holder of Old Notes using the Exchange Offer to participate in a distribution of the New Notes (1) could not under SEC policy, as in effect on March 11, 2003, rely on the position of the SEC enunciated in its no-action letters entitled Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in Shearman & Sterling (available July 2, 1993), and similar no-action letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of New Notes obtained by such holder in exchange for Old Notes acquired by such holder directly from the Issuer.

        If the undersigned is not a broker-dealer, the undersigned hereby acknowledges that it is not engaged in, and does not intend to engage in, a distribution of the New Notes.

        If the undersigned is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, the undersigned hereby acknowledges that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange Offer. However, by so acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        All authority conferred or agreed to be conferred herein and every obligation of the undersigned under this letter of transmittal shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus under "The Exchange Offer—Withdrawal Rights," this tender is irrevocable.

        The undersigned, by completing the box entitled "Description of Old Notes" above and signing this letter of transmittal, will be deemed to have tendered the Old Notes as set forth in such box.

5

TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instructions 2 and 7)

PLEASE SIGN HERE
(Please Complete Substitute Form W-9 on Page 14
or a Form W-8; See Instruction 11)

Signature(s) of Holder(s)

Date:

        (Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Old Notes tendered or on a security position listing or by person(s) authorized to become the registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 7.)

Name(s):

(Please Print)

Capacity (full title):

Address:

Area Code and Telephone No.:

Taxpayer Identification Number:

GUARANTEE OF SIGNATURE(S)
(See Instruction 2)

Authorized Signature:

Name:

(Please Type or Print)

Title:

Name of Firm:

Address:

(Include Zip Code)

Area Code and Telephone No.:

Date:

6

SPECIAL ISSUANCE INSTRUCTIONS
(Signature Guarantee Required—
See Instructions 2, 6, 8 and 15)

        TO BE COMPLETED ONLY if New Notes or Old Notes not tendered or not accepted are to be issued in the name of someone other than the registered holder(s) of the Old Notes whose signature(s) appear(s) above, or if Old Notes delivered by book-entry transfer and not accepted for exchange are to be returned for credit to an account maintained at DTC other than the account indicated above.

Issue (check appropriate box(es))

o    Old Notes to:

o    New Notes to:

Name
	(Please Print)

Address

(Include Zip Code)

Taxpayer Identification Number

o    Credit unaccepted Old Notes tendered by book-entry transfer to the following account at DTC:

SPECIAL DELIVERY INSTRUCTIONS
(Signature Guarantee Required—
See Instructions 2, 6, 8 and 15)

        TO BE COMPLETED ONLY if New Notes or Old Notes not tendered or not accepted are to be sent to someone other than the registered holder(s) of the Old Notes whose signature(s) appear(s) above, or to such registered holder at an address other than that shown above.

Deliver (check appropriate box(es))

o    Old Notes to:

o    New Notes to:

Name
	(Please Print)

Address

(Include Zip Code)

7

INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer

        1.    Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.    This letter of transmittal is to be completed by a holder of Old Notes to tender such holder's Old Notes if either (a) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in "The Exchange Offer—Procedures for Tendering Old Notes" in the Prospectus and an agent's message, as defined on page 2 hereof, is not delivered or (b) certificates are to be forwarded herewith. Certificates or book-entry confirmation of transfer of Old Notes into the exchange agent's account at DTC, as well as this letter of transmittal, properly completed and duly executed, with any required signature guarantees, and any other documents required by this letter of transmittal, must be received by the exchange agent at its address set forth herein on or prior to the expiration date. If the tender of Old Notes is effected in accordance with applicable ATOP procedures for book-entry transfer, an agent's message may be transmitted to the exchange agent in lieu of an executed letter of transmittal. Old Notes may be tendered in whole or in part in integral multiples of $1,000.

        For purposes of the exchange offer, the term "holder" includes any participant in DTC named in a securities position listing as a holder of Old Notes. Only a holder of record may tender Old Notes in the exchange offer. Any beneficial owner of Old Notes who wishes to tender some or all of such Old Notes should arrange with DTC, a DTC participant or the record owner of such Old Notes to execute and deliver this letter of transmittal or to send an electronic instruction effecting a book-entry transfer on his or her behalf. See Instruction 7.

        Holders who wish to tender their Old Notes and (i) whose certificates for the Old Notes are not immediately available or for whom all required documents are unlikely to reach the exchange agent on or prior to the expiration date; or (ii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Old Notes by properly completing and duly executing a notice of guaranteed delivery pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery" in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an eligible institution; (ii) a properly completed and duly executed notice of guaranteed delivery, substantially in the form made available by the Issuer, must be received by the exchange agent on or prior to the expiration date; and (iii) the certificates for the Old Notes, or a book-entry confirmation, together with a properly completed and duly executed letter of transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by this letter of transmittal, must be received by the exchange agent within three New York Stock Exchange trading days after the date of execution of such notice of guaranteed delivery for all such tendered Old Notes, all as provided in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery" in the Prospectus.

        The notice of guaranteed delivery may be delivered by hand, facsimile (for eligible institutions only), mail or overnight delivery service to the exchange agent, and must include a guarantee by an eligible institution in the form set forth in such notice of guaranteed delivery. For Old Notes to be properly tendered pursuant to the guaranteed delivery procedure, the exchange agent must receive a notice of guaranteed delivery on or prior to the expiration date. As used herein, "eligible institution" means a firm or other entity which is identified as an "Eligible Guarantor Institution" in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, including a bank; a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; a credit union; a national securities exchange, registered securities association or clearing agency; or a savings association.

The method of delivery of certificates for the Old Notes, this letter of transmittal and all other required documents is at the election and sole risk of the tendering holder. If delivery is by mail, registered mail with return receipt requested, properly insured, or overnight delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. No letters of transmittal or Old Notes should be sent to the Issuer or any Guarantor. Delivery is complete when the

8

exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent.

        The Issuer will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a letter of transmittal or by causing the transmission of an agent's message, waives any right to receive any notice of the acceptance of such tender.

        2.    Guarantee of Signatures.    No signature guarantee on this letter of transmittal is required if:

        a.     this letter of transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Old Notes) of Old Notes tendered herewith, unless such holder has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above; or

        b.     such Old Notes are tendered for the account of a firm that is an eligible institution.

In all other cases, an eligible institution must guarantee the signature(s) on this letter of transmittal. See Instruction 7.

        3.    Inadequate Space.    If the space provided in the box captioned "Description of Old Notes" is inadequate, the certificate number(s) and/or the principal amount of Old Notes and any other required information should be listed on a separate, signed schedule which is attached to this letter of transmittal.

        4.    Partial Tenders (not applicable to holders who tender by book-entry transfer).    If less than all the Old Notes evidenced by any certificate submitted are to be tendered, fill in the principal amount of Old Notes which are to be tendered in the "Principal Amount Tendered" column of the box entitled "Description of Old Notes" on page 3 of this letter of transmittal. In such case, new certificate(s) for the remainder of the Old Notes that were evidenced by your old certificate(s) will be sent only to the holder of the Old Notes as promptly as practicable after the expiration date. All Old Notes represented by certificates delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. Tender of Old Notes will be accepted only in integral multiples of $1,000.

        5.    Withdrawal Rights.    Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time on or prior to the expiration date. In order for a withdrawal to be effective, a written notice of withdrawal must be timely received by the exchange agent at its address set forth above and in the Prospectus on or prior to the expiration date. Any such notice of withdrawal must specify the name of the person that tendered the Old Notes to be withdrawn; identify the Old Notes to be withdrawn, including the total principal amount of Old Notes to be withdrawn; and, where certificates for Old Notes are transmitted, the name of the registered holder of the Old Notes, if different from that of the person withdrawing such Old Notes. If certificates for the Old Notes have been delivered or otherwise identified to the exchange agent, then the tendering holder must submit the serial numbers of the Old Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of Old Notes tendered for the account of an eligible institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under "The Exchange Offer—Procedures for Tendering Old Notes," the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Old Notes and the notice of withdrawal must be delivered to the exchange agent. Withdrawals of tenders of Old Notes may not be rescinded; however, Old Notes properly withdrawn may again be tendered at any time on or prior to the expiration date by following any of the procedures described in the Prospectus under "The Exchange Offer—Procedures for Tendering Old Notes."

        All questions regarding the validity, form and eligibility, including time of receipt, of withdrawal notices will be determined by the Issuer and the Guarantors, in their sole discretion, which

9

determination of such questions as well as their interpretation of the terms and conditions of the exchange offer (including this letter of transmittal) will be final and binding on all parties. None of the Issuer and the Guarantors, any of their respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will any of them be liable for failing to give any such notice.

        Withdrawn Old Notes will be returned to the holder after withdrawal. Old Notes tendered by book-entry transfer through DTC that are withdrawn will be credited to an account maintained with DTC. The Old Notes will be returned or credited to the account maintained at DTC as promptly as practicable after withdrawal. Any Old Notes which have been tendered for exchange but which are withdrawn will be returned to the holder thereof without cost to such holder.

        6.    Return of Unexchanged Old Notes.    If any tendered Old Notes are not exchanged pursuant to the exchange offer for any reason, or if certificates are submitted for more Old Notes than are tendered or accepted for exchange, certificates for such nonexchanged or nontendered Old Notes will be returned, or, in the case of Old Notes tendered by book-entry transfer, such Old Notes will be credited to an account maintained at DTC, without expense to the tendering holder, as promptly as practicable following the expiration or termination of the exchange offer.

        7.    Signatures on Letter of Transmittal, Assignments and Endorsements.    If this letter of transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever.

        If any Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this letter of transmittal.

        If any tendered Old Notes are registered in different name(s) on several certificates, it will be necessary to complete, sign and submit as many separate letters of transmittal or facsimiles hereof as there are different registrations of certificates.

        If this letter of transmittal or any certificates, endorsements, bond powers, powers of attorney or any other document required by this letter of transmittal are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Issuer, must submit proper evidence satisfactory to the Issuer, in its sole discretion, of each such person's authority so to act.

        When this letter of transmittal is signed by the registered owner(s) of the Old Notes listed and transmitted hereby, no endorsement(s) of certificate(s) or separate instruments of transfer or exchange are required unless New Notes are to be issued in the name of a person other than the registered holder(s). Signature(s) on such certificate(s) or instruments of transfer or exchange must be guaranteed by an eligible institution.

        If this letter of transmittal is signed by a person other than the registered owner(s) of the Old Notes listed, the certificates must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, signed exactly as the name or names of the registered owner(s) appear(s) on the certificates, and also must be accompanied by such opinions of counsel, certifications and other information as the Issuer and the Guarantors or the trustee under the indenture for the Old Notes may require in accordance with the restrictions on transfer applicable to the Old Notes. Signatures on such certificates or bond powers must be guaranteed by an eligible institution.

        8.    Special Issuance and Delivery Instructions.    If New Notes are to be issued in the name of a person other than the signer of this letter of transmittal, or if New Notes are to be sent to someone other than the signer of this letter of transmittal or to an address other than that shown above, the appropriate boxes on this letter of transmittal should be completed. In the case of issuance in a

10

different name, the U.S. taxpayer identification number of the person named must also be indicated. A holder of Old Notes tendering Old Notes by book-entry transfer may instruct that Old Notes not exchanged be credited to such account maintained at DTC as such holder may designate. If no such instructions are given, certificates for Old Notes not exchanged will be returned by mail to the address of the signer of this letter of transmittal or, if the Old Notes not exchanged were tendered by book-entry transfer, such Old Notes will be returned by crediting the account indicated on page 3 above maintained at DTC. See Instruction 6.

        9.    Irregularities.    All questions regarding the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes will be determined by the Issuer and the Guarantors, in their sole discretion, which determination of such questions as well as their interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. The Issuer and the Guarantors reserve the absolute right, in their sole and absolute discretion, to reject any tenders determined to be in improper form or the acceptance of which, or exchange for which, may, in the view of counsel to Playboy Enterprises or the Issuer be unlawful. The Issuer and the Guarantors also reserve the absolute right, subject to applicable law, to waive any of the conditions of the exchange offer set forth in the Prospectus under "The Exchange Offer—Conditions to the Exchange Offer" or any condition or irregularity in any tender of Old Notes by any holder, whether or not the Issuer and the Guarantors waived similar conditions or irregularities in the case of other holders. A tender of Old Notes is invalid until all defects and irregularities have been cured or waived. None of the Issuer and the Guarantors, any of their respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will any of them be liable for failing to give any such notice.

        10.    Questions, Requests for Assistance and Additional Copies.    Questions regarding the procedure for tendering Old Notes and requests for assistance may be directed to the exchange agent at its address and telephone number set forth on the front of this letter of transmittal. Additional copies of the Prospectus, the letter of transmittal, the notice of guaranteed delivery and Forms W-8 (as defined in Instruction 11) may be obtained from the exchange agent at the address and telephone/facsimile numbers indicated above, or from your broker, dealer, commercial bank, trust company or other nominee.

        11.    Backup Withholding; Substitute Form W-9; Forms W-8.    Under the United States federal income tax laws, interest paid to holders of New Notes received pursuant to the exchange offer may be subject to backup withholding. Generally, such payments will be subject to backup withholding unless the holder (i) is exempt from backup withholding or (ii) furnishes the payer with its correct taxpayer identification number ("TIN"), certifies that the number provided is correct and further certifies that such holder is a U.S. person (as defined for U.S. federal income tax purposes) and that such holder is not subject to backup withholding as a result of a failure to report all interest or dividend income. Each holder that wants to avoid backup withholding should provide the exchange agent with such holder's correct TIN (or certify that such holder is awaiting a TIN) and certify that such holder is not subject to backup withholding by completing Substitute Form W-9 below.

        Certain holders (including, among others, all corporations and certain foreign individuals) are exempt from these backup withholding and reporting requirements. In general, in order for a foreign individual to qualify as an exempt recipient, that holder must submit a statement, signed under the penalties of perjury, attesting to that individual's exempt status. Such statements may be obtained from the exchange agent. Exempt holders (other than foreign persons), while not required to file Substitute Form W-9, should file Substitute Form W-9 and write "exempt" on its face to avoid possible erroneous backup withholding. Foreign persons not subject to backup withholding should complete and submit to the exchange agent a Form W-8BEN (Certificate of Foreign Status of Beneficial Owner For U.S. Withholding) and/or other applicable Form(s) W-8 (and any other required certifications) instead of the Substitute Form W-9. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions.

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        If backup withholding applies, the Issuer may be required to withhold at the applicable rate on interest payments made to a holder of New Notes. Backup withholding is not an additional tax. Rather, the amount of backup withholding is treated as an advance payment of a tax liability, and a holder's U.S. federal income tax liability will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained.

Purpose of Substitute Form W-9

        To prevent backup withholding with respect to interest payments on the New Notes, a holder should notify the exchange agent of its correct TIN by completing the Substitute Form W-9 below and certifying on Substitute Form W-9 that the TIN provided is correct (or that the holder is awaiting a TIN). In addition, a holder is required to certify on Substitute Form W-9 that (i) it is exempt from backup withholding, or (ii) it is not subject to backup withholding due to prior underreporting of interest or dividend income, or (iii) the Internal Revenue Service (the "IRS") has notified the holder that the holder is no longer subject to backup withholding.

What Number to Give the Exchange Agent

        To avoid backup withholding with respect to interest payments on the New Notes, a holder is required to give the exchange agent the TIN of the registered holder of the New Notes. If such registered holder is an individual, the TIN is the taxpayer's social security number. For most other entities, the TIN is the employer identification number. If the New Notes are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidelines on what number to report. If the exchange agent is provided with an incorrect TIN, the holder may be subject to a $50 penalty imposed by the IRS.

        12.    Waiver of Conditions.    The Issuer and the Guarantors reserve the absolute right to waive satisfaction of any or all conditions, completely or partially, enumerated in the Prospectus.

        13.    No Conditional Tenders.    No alternative, conditional or contingent tenders will be accepted. All tendering holders of Old Notes, by execution of this letter of transmittal, shall waive any right to receive notice of the acceptance of Old Notes for exchange.

        None of the Issuer and the Guarantors, any of their respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any defect or irregularity with respect to any tender of Old Notes, nor will any of them incur any liability for failing to give any such notice.

        14.    Mutilated, Lost, Destroyed or Stolen Certificates.    If any certificate(s) representing Old Notes have been mutilated, lost, destroyed or stolen, the holder should promptly notify the exchange agent. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This letter of transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been followed.

        15.    Security Transfer Taxes.    Except as provided below, holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, (i) New Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Old Notes tendered or (ii) a transfer tax is imposed for any reason other than the exchange of Old Notes in connection with the exchange offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder or such other person. The exchange agent must receive satisfactory evidence of the payment of such taxes or exemption therefrom or the amount of such transfer taxes will be billed directly to the tendering holder.

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        Except as provided in this Instruction 15, it is not necessary for transfer tax stamps to be affixed to the Old Notes specified in this letter of transmittal.

        16.    Incorporation of Letter of Transmittal.    This letter of transmittal shall be deemed to be incorporated in any tender of Old Notes by any DTC participant effected through procedures established by DTC and, by virtue of such tender, such participant shall be deemed to have acknowledged and accepted this letter of transmittal on behalf of itself and the beneficial owners of any Old Notes so tendered.

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REQUESTER'S NAME: BANK ONE, N.A.
SUBSTITUTE Form W-9 Department of the Treasury Internal Revenue Service	Please fill in your name and address below: Name
Payer's Request for Taxpayer Identification Number ("TIN")	Address (number, street, city, state and zip code)
	Please check the appropriate box:
	o	Individual Sole Proprietor	o	Corporation	o	Partnership	o	Other

Part 1—PLEASE PROVIDE YOUR TIN, OR, IF YOU DO NOT HAVE A TIN, WRITE "APPLIED FOR," IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW. Social Security Number or
Employer Identification Number

Part 2—Certification—Under penalties of perjury, I certify that:
(1)	the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); and
(2)	I am not subject to backup withholding either because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
(3)	I am a U.S. person.
Certification Instructions—You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of under reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).

SIGNATURE DATE , 2003

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL INFORMATION.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" ON SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Officer or (b) I intend to mail or deliver an application in the near future. I understand that until I provide a taxpayer identification number all reportable payments made to me will be subject to backup withholding, but will be refunded if I provide a certified taxpayer identification number within 60 days.

		, 2003
Signature	Date

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

        Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer. Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.

For this type of account:			Give the name and social security number of—	For this type of account:		Give the name and employer identification number of—
1.	Individual		The individual	6.	Sole proprietorship	The owner(3)
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account(1)	7.	A valid trust, estate, or pension trust	The legal entity(4)
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)	8.	Corporate	The corporation
4.	a.	The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)	9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
	b.	So-called trust account that is not a legal or valid trust under state law	The actual owner(1)	10.	Partnership	The partnership
5.	Sole proprietorship		The owner(3)	11.	A broker or registered nominee	The broker or nominee
				12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number of your employer identification number (if you have one).

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2

Obtaining a Number

        If you do not have a taxpayer identification number or you do not know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX FORM or visiting the IRS's Internet website at www.irs.gov, and apply for a number.

        If you do not have a taxpayer identification number, write "Applied For" in the space for the taxpayer identification number, sign and date the form, and return it to the payer. For interest and dividend payments and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a taxpayer identification number and give it to the payer before you are subject to backup withholding. Other payments are subject to backup withholding without regard to the 60-day rule until you provide your taxpayer identification number.

        NOTE: Writing "Applied For" means that you have already applied for a taxpayer identification number or that you intend to apply for one soon.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

•

An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).



•

The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or instrumentality of any one or more of the foregoing.



•

An international organization or any agency or instrumentality thereof.



•

A foreign government or any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•

A corporation.



•

A financial institution.



•

A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.



•

A real estate investment trust.



•

A common trust fund operated by a bank under Section 584(a).



•

An entity registered at all times during the tax year under the Investment Company Act of 1940.



•

A middleman known in the investment community as a nominee or custodian.



•

A futures commission merchant registered with the Commodity Futures Trading Commission.



•

A foreign central bank of issue.



•

A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

•

Payments to nonresident aliens subject to withholding under Section 1441.



•

Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.



•

Payments of patronage dividends not paid in money.



•

Payments made by certain foreign organizations.



•

Section 404(k) payments made by an ESOP

Payments of interest generally exempt from backup withholding include:

•

Payments of interest on obligations issued by individuals. Note: You will be subject to information reporting if this interest is $600 or more and may be subject to backup withholding if you have not provided your correct taxpayer identification number to the payer.



•

Payments of tax-exempt interest (including exempt-interest dividends under Section 852).



•

Payments described in Section 6049(b)(5) to nonresident aliens.



•

Payments on tax-free covenant bonds under Section 1451.



•

Payments made by certain foreign organizations.



•

Mortgage or student loan interest paid to you.

        Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under Sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

        Exempt payees described above must provide Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding.    FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART 2 OF THE FORM, SIGN AND DATE THE FORM, AND RETURN IT TO THE PAYER.

        Privacy Act Notice—Section 6109 requires you to provide your correct taxpayer identification number to the payer, who must report the payments to the IRS. The IRS uses the numbers for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a percentage of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1)

Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to the payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)

Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3)

Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT
OR THE INTERNAL REVENUE SERVICE

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EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

PEI HOLDINGS, INC.

offer for all outstanding
11% Senior Secured Notes due 2010
and the related guarantees
in exchange for
11% Senior Secured Notes due 2010
and the related guarantees
which have been registered under
the Securities Act of 1933, as amended,
pursuant to the prospectus dated                  , 2003

        This notice of guaranteed delivery, or one substantially equivalent to this form, must be used to accept the above-referenced exchange offer (the "Exchange Offer") pursuant to the prospectus of PEI Holdings, Inc., a Delaware corporation (the "Issuer"), Playboy Enterprises, Inc., a Delaware corporation ("Playboy Enterprises"), and certain subsidiaries of the Issuer (collectively, together with Playboy Enterprises, the "Guarantors"), dated            , 2003, as the same may be amended or supplemented from time to time (the "Prospectus") and the accompanying letter of transmittal (the "Letter of Transmittal"), if (i) certificates for the Issuer's 11% Senior Secured Notes due 2010 (the "Old Notes") are not immediately available or all required documents are unlikely to reach the exchange agent, Bank One, N.A., on or prior to the Expiration Date, as defined below; or (ii) a book-entry transfer cannot be completed on a timely basis. This notice of guaranteed delivery may be delivered by hand, facsimile, mail or overnight delivery service to the exchange agent. See "The Exchange Offer—Procedures for Tendering Old Notes" in the Prospectus. In addition, in order to utilize the guaranteed delivery procedure to tender Old Notes pursuant to the Exchange Offer, (a) such tender must be made by or through an eligible institution, (b) a properly completed and duly executed notice of guaranteed delivery must be received by the exchange agent on or prior to the Expiration Date and (c) the certificates for the Old Notes, or a book-entry confirmation, together with a properly completed and duly executed Letter of Transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by the Letter of Transmittal, must be received by the exchange agent within three (3) New York Stock Exchange trading days after the date of execution of such notice of guaranteed delivery for all such tendered Old Notes. Unless indicated otherwise, capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus or the Letter of Transmittal, as the case may be.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2003, UNLESS EXTENDED (SUCH TIME AND DATE, AS SO EXTENDED, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE.

The exchange agent for the exchange offer is:
Bank One, N.A.

For all forms of delivery:

Bank One, N.A.
1111 Polaris Parkway
Suite N1-OH1-0184
Columbus, Ohio 43240
Attention: Exchanges

Facsimile: 614-248-9987

For confirmation call
800-346-5153

        Delivery of this notice of guaranteed delivery to an address other than as set forth above or transmission of this notice of guaranteed delivery via facsimile to a number other than as set forth above will not constitute a valid delivery.

        This notice of guaranteed delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an "eligible institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

        Ladies and Gentlemen:

        The undersigned hereby tenders to the Issuer, upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, and which together constitute the Exchange Offer, receipt of which is hereby acknowledged, the aggregate principal amount of Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery."

Aggregate Principal Amount		Name(s) of Registered Holder(s):
Tendered: $	*

Certificate No(s). (if available):

$

(Total Principal Amount Represented by Old Note Certificate(s))

If Old Notes will be tendered by book-entry transfer, provide the following information:

DTC Account Number:

Date:

* Must be in integral multiples of $1,000.

        All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

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PLEASE SIGN HERE

X
X
Signature(s) of Owner(s) or Authorized Signatory	Date

Telephone Number:

        Must be signed by the holder(s) of the Old Notes as their name(s) appear(s) on certificates for the Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below and, unless waived by the Issuer, provide proper evidence satisfactory to the Issuer, in its sole discretion, of such person's authority to so act.

Please print name(s) and address(es)

Name(s):

Capacity

Address(es):

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GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)

        The undersigned, a firm or other entity which is identified as an "Eligible Guarantor Institution" in Rule 17Ad-15 under the Securities and Exchange Act of 1934, as amended, including: a bank; a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; a credit union; a national securities exchange, registered securities association or clearing agency; or a savings association, each of the foregoing being referred to as an "eligible institution," hereby guarantees to deliver to the exchange agent, at the address set forth herein, either the Old Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Old Notes to the exchange agent's account at DTC, pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with a properly completed and duly executed Letter of Transmittal, or an agent's message in lieu thereof, and any other required documents within three (3) New York Stock Exchange trading days after the date of execution of this notice of guaranteed delivery.

        The undersigned acknowledges that it must deliver to the exchange agent the Letter of Transmittal, or an agent's message in lieu thereof, and the Old Notes tendered hereby in proper form for transfer or confirmation of the book-entry transfer of such Old Notes to the exchange agent's account at DTC within the time period set forth above and that failure to do so could result in a financial loss to the undersigned.

Name of Firm	Authorized Signature
Address	Title
Zip Code	(Please Type or Print)

Telephone Number:
Date:

NOTE:    DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR OLD NOTES SHOULD ONLY BE SENT WITH THE PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

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EX-99.3

Exhibit 99.3

PEI HOLDINGS, INC.
offer for all outstanding
11% Senior Secured Notes due 2010
and the related guarantees
in exchange for
11% Senior Secured Notes due 2010
and the related guarantees
which have been registered under
the Securities Act of 1933, as amended,
pursuant to the prospectus dated                  , 2003

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2003, UNLESS EXTENDED (SUCH TIME AND DATE, AS SO EXTENDED, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE.

To Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees:

        PEI Holdings, Inc., a Delaware corporation (the "Issuer"), Playboy Enterprises, Inc., a Delaware corporation ("Playboy Enterprises"), and certain subsidiaries of the Issuer (collectively, together with Playboy Enterprises, the "Guarantors") are making an offer, referred to as the exchange offer, to exchange an aggregate principal amount of up to $115,000,000 of the Issuer's 11% Senior Secured Notes due 2010, including the guarantees thereof by the Guarantors, which have been registered under the Securities Act of 1933, as amended, (the "New Notes"), for a like principal amount of the Issuer's outstanding 11% Senior Secured Notes due 2010, including the guarantees thereof by the Guarantors (the "Old Notes"), upon the terms and subject to the conditions set forth in the prospectus dated                        , 2003 and in the related letter of transmittal. Unless indicated otherwise, capitalized terms used but not defined herein shall have the same meaning given to them in the prospectus or the letter of transmittal, as the case may be.

        Enclosed herewith are copies of the following documents:

        1.     the prospectus;

        2.     the letter of transmittal for your use and for the information of your clients, including a substitute Internal Revenue Service Form W-9 for collection of information relating to backup United States federal income tax withholding;

        3.     a notice of guaranteed delivery to be used to accept the exchange offer with respect to Old Notes in certificated form or Old Notes accepted for clearance through the facilities of The Depository Trust Company if (i) certificates for the Old Notes are not immediately available or all required documents are unlikely to reach the exchange agent on or prior to the expiration date or (ii) a book-entry transfer cannot be completed on a timely basis;

        4.     a form of letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of a nominee, with space provided for obtaining such clients' instructions with regard to the exchange offer; and

        5.     return envelopes addressed to Bank One, N.A., the exchange agent for the exchange offer.

        PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2003, UNLESS EXTENDED. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

        The Issuer has not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of Old Notes pursuant to the exchange offer. You will be reimbursed by the Issuer for customary mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients and for handling or tendering for your clients.

        Additional copies of the enclosed materials may be obtained by contacting the exchange agent as provided in the enclosed letter of transmittal.

Very truly yours,

PEI Holdings, Inc.

        NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE ISSUER, ANY OF THE GUARANTORS OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER NOT CONTAINED IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

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EX-99.4

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Exhibit 99.4

PEI HOLDINGS, INC.
offer for all outstanding
11% Senior Secured Notes due 2010
and the related guarantees
in exchange for
11% Senior Secured Notes due 2010
and the related guarantees
which have been registered under
the Securities Act of 1933, as amended,
pursuant to the prospectus dated                        , 2003

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2003, UNLESS EXTENDED (SUCH DATE AND TIME, AS SO EXTENDED, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE.

To Our Clients:

        Enclosed for your consideration is a prospectus dated                        , 2003 and the related letter of transmittal and instructions thereto in connection with the offer, referred to as the exchange offer, of PEI Holdings, Inc., a Delaware corporation (the "Issuer"), Playboy Enterprises, Inc., a Delaware corporation ("Playboy Enterprises") and certain subsidiaries of the Issuer (collectively, together with Playboy Enterprises, the "Guarantors"), to exchange an aggregate principal amount of up to $115,000,000 of the Issuer's 11% Senior Secured Notes due 2010, together with the guarantees thereof by the Guarantors, which have been registered under the Securities Act of 1933, as amended, (the "New Notes"), for a like principal amount of the Issuer's outstanding 11% Senior Secured Notes due 2010, together with the guarantees thereof by the Guarantors, (the "Old Notes"), upon the terms and subject to the conditions set forth in the prospectus and the letter of transmittal. Consummation of the exchange offer is subject to certain conditions described in the prospectus. Unless indicated otherwise, capitalized terms used but not defined herein shall have the same meaning given to them in the prospectus or the letter of transmittal, as the case may be.

        WE ARE THE REGISTERED HOLDER OF OLD NOTES HELD BY US FOR YOUR ACCOUNT. A TENDER OF ANY SUCH OLD NOTES CAN BE MADE ONLY BY US AS THE REGISTERED HOLDER AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER OLD NOTES HELD BY US FOR YOUR ACCOUNT.

        Accordingly, we request instructions as to whether you wish us to tender any or all such Old Notes held by us for your account pursuant to the terms and conditions set forth in the prospectus and the letter of transmittal. WE URGE YOU TO READ THE PROSPECTUS AND THE LETTER OF TRANSMITTAL CAREFULLY BEFORE INSTRUCTING US TO TENDER YOUR OLD NOTES.

        Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Old Notes on your behalf in accordance with the provisions of the exchange offer. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON                        , 2003, UNLESS EXTENDED. Old Notes tendered pursuant to the exchange offer may be withdrawn only under the circumstances described in the prospectus and the letter of transmittal.

        Your attention is directed to the following:

        1.     The exchange offer is for the entire aggregate principal amount of outstanding Old Notes.

        2.     Consummation of the exchange offer is conditioned upon the terms and conditions set forth in the prospectus under "The Exchange Offer."

        3.     Tendering holders may withdraw their tender at any time prior to the Expiration Date.

        4.     Any transfer taxes incident to the transfer of Old Notes from the tendering holder to the Issuer will be paid by the Issuer, except as provided in the prospectus and the instructions to the letter of transmittal.

        5.     The exchange offer is not being made to, nor will the surrender of Old Notes for exchange be accepted from or on behalf of, holders of Old Notes in any jurisdiction in which the exchange offer or acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

        6.     The acceptance for exchange of Old Notes validly tendered and not withdrawn will be effected as soon as practicable after the Expiration Date and the issuance of New Notes will be made as promptly as practicable thereafter.

        7.     The Issuer and the Guarantors expressly reserve the right, in their reasonable discretion and in accordance with applicable law, (i) to extend the Expiration Date, (ii) to delay the acceptance of any Old Notes, (iii) to terminate the exchange offer and not accept any Old Notes for exchange if the Issuer and the Guarantors determine that any of the conditions to the exchange offer, as set forth in the prospectus, have not occurred or have not been satisfied and (iv) to amend the terms of the exchange offer in any manner. In the event of any extension, delay, non-acceptance, termination or amendment, the Issuer and the Guarantors will as promptly as practicable give oral or written notice of the action to the exchange agent and make a public announcement of such action. In the case of an extension, the announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

        8.     Consummation of the exchange offer may have adverse consequences to non-tendering Old Note holders, including that the reduced amount of outstanding Old Notes as a result of the exchange offer may adversely affect the trading market, liquidity and market price of the Old Notes.

        If you wish to have us tender any or all of the Old Notes held by us for your account, please so instruct us by completing, executing and returning to us the instruction form that follows.

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PEI HOLDINGS, INC.

INSTRUCTIONS REGARDING THE EXCHANGE OFFER
WITH RESPECT TO THE
$115,000,000 OF 11% SENIOR SECURED NOTES DUE 2010
AND THE RELATED GUARANTEES

         THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF YOUR LETTER AND THE ENCLOSED DOCUMENTS REFERRED TO THEREIN RELATING TO THE EXCHANGE OFFER OF THE ISSUER AND THE GUARANTORS WITH RESPECT TO THE OLD NOTES.

         THIS WILL INSTRUCT YOU WHETHER TO TENDER THE PRINCIPAL AMOUNT OF OLD NOTES INDICATED BELOW HELD BY YOU FOR THE ACCOUNT OF THE UNDERSIGNED PURSUANT TO THE TERMS OF AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

Box 1    o    Please tender the Old Notes held by you for my account, as indicated below.

Box 2    o    Please do not tender any Old Notes held by you for my account.

Date		, 2003
			Signature(s)
Principal Amount of Old Notes to be Tendered:
$	(must be in the principal amount of $1,000 or an integral multiple thereof)	*
			Please Print Name(s) Here
			Please Type or Print Address
			Area Code and Telephone Number
			Taxpayer Identification or Social Security Number
			My Account Number with You

*

UNLESS OTHERWISE INDICATED, SIGNATURE(S) HEREON BY BENEFICIAL OWNERS(S) SHALL CONSTITUTE AN INSTRUCTION TO THE NOMINEE TO TENDER ALL OLD NOTES OF SUCH BENEFICIAL OWNER(S).

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Exhibit 99.4