ASSET PURCHASE AGREEMENT

between

CALIFA ENTERTAINMENT GROUP, INC.,

V. O. D., INC.,

STEVEN HIRSCH,

DEWI JAMES

&

WILLIAM ASHER

and

PLAYBOY ENTERPRISES, INC.

dated as of June 29, 2001

ARTICLE 1 ASSET PURCHASE

1.1 Purchase and Sale of Assets.

1.2 Assumption of Certain Liabilities.

ARTICLE 2 PURCHASE PRICE AND ALLOCATION

2.1 Purchase Price

2.2 Base Purchase Price

2.3 Performance-Based Purchase Price

2.4 Purchase Price Allocation

2.5 Issuance of PEI Shares

2.6 Deferral of Sale of Vivid TV Assets

ARTICLE 3 CLOSING

3.1 Closing Date

3.2 Items to be Delivered at the Closing by the Seller Parties

3.3 Items to be Delivered at the Closing by PEI

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES

4.1 Organization and Related Matters

4.2 Ownership of Purchased Assets

4.3 Authorization; No Conflicts.

4.4 Financial Statements; No Changes; No Other Liabilities or Contingencies.

4.5 Receivables

4.6 Accounting Records; Internal Controls.

4.7 Tax and Other Returns and Reports.

4.8 Material Contracts

4.9 Intangible Property

4.10 Legal Proceedings

4.11 Insurance

4.12 Approvals and Permits

4.13 Compliance with Law

4.14 Employee Matters

4.15 Certain Interests

4.16 Intercompany Transactions

4.17 Bank Accounts, Powers, etc

4.18 No Brokers or Finders

4.19 Accuracy of Information

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PEI

5.1 Organization and Related Matters

5.2 Authorization

5.3 No Conflicts

5.4 PEI Shares

5.5 No Brokers or Finders

5.6 Legal Proceedings

5.7 SEC Filings

5.8 Bankruptcy

ARTICLE 6 PRE-CLOSING COVENANTS

6.1 Notification of Certain Matters

6.2 Conduct of the Business Prior to the Closing Date

6.3 Preservation of Business Prior to Closing Date

6.4 Permits and Approvals

6.5 Exclusivity

6.6 Sales Tax

ARTICLE 7 CONTINUING COVENANTS

7.1 Non-Competition Covenants.

7.2 Nondisclosure

7.3 *****

7.4 Employee Related Obligations

7.5 Bulk Sales Laws

7.6 Collective Action

7.7 Program Supply Agreements

ARTICLE 8 CONDITIONS OF PURCHASE

8.1 General Conditions

8.2 Conditions to Obligations of PEI

8.3 Conditions to Obligations of Sellers

ARTICLE 9 TERMINATION OF OBLIGATIONS; SURVIVAL

9.1 Termination of Agreement

9.2 Effect of Termination

9.3 Survival of Representations and Warranties

ARTICLE 10 INDEMNIFICATION

10.1 Obligations of Sellers

10.2 Obligations of PEI.

10.3 Certain Tax Matters

10.4 Procedure

10.5 Tax Adjustments

10.6 Limitation on Indemnity

10.7 Offset

10.8 Notice

10.9 Survival

ARTICLE 11 DISPUTE RESOLUTION

11.1 Alternate Dispute Resolution

11.2 Notification and Negotiation

11.3 Arbitration

11.4 Rules of Arbitration

11.5 Damages

11.6 Fees and Expenses

11.7 Confidential Negotiations and Proceedings

11.8 Service of Process

11.9 Choice of Law; Place of Arbitration

11.10 Availability of Equitable Relief

11.11 Survival

ARTICLE 12 GENERAL

12.1 Cash Payments

12.2 Waivers, Remedies Cumulative, Amendments, etc.

12.3 Schedules; Exhibits; Integration

12.4 Further Assurances

12.5 Governing Law

12.6 Representation By Counsel; Interpretation

12.7 No Assignment; Third Party Beneficiary

12.8 Severability

12.9 Headings

12.10 Counterparts

12.11 Public Announcements

12.12 Confidentiality

12.13 Parties in Interest

12.14 Performance by Subsidiaries

12.15 Notices

12.16 Expenses

12.17 Knowledge Convention

12.18 Specific Performance

全文目录如上：

详细内容见附件