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.

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              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
                                                      --------------------------

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