PLAYBOY ENTERPRISES, INC. 
680 NORTH LAKE SHORE DRIVE
CHICAGO, IL 60611

March 7, 2001

Via Electronic and Regular Mail

William Fisher, President
Playboy TV International LLC 
404 West Washington Avenue, 8th Floor
Miami Beach, FL 33139

Re: Binding Letter of Intent

Dear William:

This letter (including the attachment hereto, the "Amendment Letter Agreement") sets forth the binding agreement by and among Playboy Enterprises, Inc. (on behalf of itself and Playboy Entertainment Group, Inc.), Carlyle Investments LLC, Carlton Investments LLC and Playboy TV International LLC ("PTVI") (each, a "Party" and collectively, the "Parties") relating to certain pre-existing agreements among the Parties, on the following terms and conditions. It is agreed that this letter constitutes an agreement and is legally binding on the Parties.

1. Amendment of Pre-existing PTVI Agreements. The Parties agree to amend the pre-existing agreements by and among the Parties pursuant to the terms set forth in Attachment 1.

2. Timing. The Parties agree to negotiate in good faith and execute a definitive version of the amendments incorporating the terms and conditions set forth in Attachment 1 (the "Definitive Amendments"). The Parties agree to use their respective best efforts to execute such Definitive Amendments as soon as possible. Notwithstanding the intention to execute the Definitive Amendments, the Parties agree that the terms of Attachment 1 shall be deemed to take effect immediately upon execution of this Amendment Letter Agreement.

3. Default Agreement. This Amendment Letter Agreement constitutes a legally binding and enforceable agreement between the Parties hereto with respect to the provisions hereof. In the event that the Parties fail to execute the Definitive Amendments, the terms of this Amendment Letter Agreement shall be deemed the definitive amendments to the pre-existing agreements among the Parties. Notwithstanding the foregoing, except as indicated in this Amendment Letter Agreement or as subsequently modified in the Definitive Amendments, the agreements previously entered into among the Parties shall remain in full force and effect.

4. Confidentiality. Except as provided herein, the existence and the terms of this Amendment Letter Agreement and the amendments contemplated herein shall be maintained in confidence by the parties hereto and their respective officers, directors and employees. Except as compelled to be disclosed by judicial or administrative process or by other requirements of law, legal process, rule or regulation (including to the extent required in connection with any filings made by the parties or their controlling affiliates with the Securities and Exchange Commission) all public announcements, notices or other communications regarding such matters to third parties, including without limitation any disclosure regarding the transactions contemplated hereby, shall require the prior approval of all parties.

5. General. This Letter Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to principles of conflicts of law. For convenience, this Letter Agreement may be signed in more than one counterpart and signature pages may be exchanged by facsimile.

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