REGISTRATION RIGHTS AGREEMENT



                                  by and among



                               PEI Holdings, Inc.



                            Playboy Enterprises, Inc.



                     the Subsidiary Guarantors party hereto



                                       and



                         Banc of America Securities LLC

                             Lazard Freres & Co. LLC



                           Dated as of March 11, 2003



<PAGE>



                          Registration Rights Agreement



      This Registration Rights Agreement (this "Agreement") is made and entered

into as of March 11, 2003, by and among PEI Holdings, Inc., a Delaware

corporation (the "Company"), Playboy Enterprises, Inc., a Delaware corporation

and the Company's corporate parent ("Playboy"), the subsidiary guarantors listed

on the signature pages hereof (the "Subsidiary Guarantors" and together with

Playboy, the "Guarantors"), and Banc of America Securities LLC and Lazard Freres

& Co. LLC (each an "Initial Purchaser" and, collectively, the "Initial

Purchasers"), each of whom has agreed to purchase the Company's 11% Senior

Secured Notes due 2010 (the "Initial Notes") pursuant to the Purchase Agreement

(as defined below).



      This Agreement is made pursuant to the Purchase Agreement, dated March 6,

2003 (the "Purchase Agreement"), by and among the Company, the Guarantors and

the Initial Purchasers (i) for the benefit of each Initial Purchaser and (ii)

for the benefit of the holders from time to time of the Notes (including each

Initial Purchaser). In order to induce the Initial Purchasers to purchase the

Initial Notes, the Company has agreed to provide the registration rights set

forth in this Agreement. The execution and delivery of this Agreement is a

condition to the obligations of the Initial Purchasers set forth in Section 5(h)

of the Purchase Agreement.



      The parties hereby agree as follows:



      Section 1. Definitions. As used in this Agreement, the following

capitalized terms shall have the following meanings:



      Advice: As defined in Section 6(c) hereof.



      Agreement: As defined in the preamble.



      Broker-Dealer: Any broker or dealer registered under the Exchange Act.



      Business Day: As defined in the Indenture.



      Closing Date: The date of this Agreement.



      Commission: The Securities and Exchange Commission.



      Company: As defined in the preamble.



      Consummate: A Registered Exchange Offer shall be deemed "Consummated" for

purposes of this Agreement upon the occurrence of (i) the filing and

effectiveness under the Securities Act of the Exchange Offer Registration

Statement relating to the Exchange Notes to be issued in the Exchange Offer,

(ii) the maintenance of such Registration Statement continuously effective and

the keeping of the Exchange Offer open for a period not less than the minimum

period required pursuant to Section 3(b) hereof, and (iii) the delivery by the

Company to the Registrar under the Indenture of Exchange Notes





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in the same aggregate principal amount as the aggregate principal amount of

Initial Notes that were tendered by Holders thereof pursuant to the Exchange

Offer.



      Controlling person: As defined in Section 8(a) hereof.



      Effectiveness Target Date: As defined in Section 5 hereof.



      Exchange Act: The Securities Exchange Act of 1934, as amended.



      Exchange Date: As defined in Section 3(b) hereof.



      Exchange Notes: The Company's 11% Senior Secured Exchange Notes due 2010,

constituting the same series under the Indenture as the Initial Notes, to be

issued to Holders in exchange for Initial Notes pursuant to this Agreement, with

the Exchange Notes containing terms identical in all material respects to the

Initial Notes (except that the Exchange Notes will not bear legends restricting

their transfer).



      Exchange Offer: The registration by the Company under the Securities Act

of the Exchange Notes pursuant to a Registration Statement pursuant to which the

Company offers the Holders of all outstanding Transfer Restricted Securities the

opportunity to exchange all such outstanding Transfer Restricted Securities held

by such Holders for Exchange Notes in an aggregate principal amount equal to the

aggregate principal amount of the Transfer Restricted Securities tendered in

such exchange offer by such Holders.



      Exchange Offer Registration Statement: The Registration Statement relating

to the Exchange Offer, including the related Prospectus.



      Guarantors. As defined in the preamble hereto.



      Holders: As defined in Section 2(b) hereof.



      Indemnified Holder: As defined in Section 8(a) hereof.



      Indenture: The Indenture, dated as of March 11, 2003, among the Company,

the Guarantors and the Trustee, pursuant to which the Notes are to be issued, as

such Indenture is amended or supplemented from time to time in accordance with

the terms thereof.



      Initial Notes: As defined in the preamble hereto.



      Initial Purchaser: As defined in the preamble hereto.



      Interest Payment Date: As defined in the Indenture and the Notes.



      Liquidated Damages: As defined in Section 5 hereof.



      NASD: National Association of Securities Dealers, Inc.





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<PAGE>



      Notes: The Initial Notes and the Exchange Notes.



      Person: An individual, partnership, corporation, limited liability

company, trust or unincorporated organization, or a government or agency or

political subdivision thereof.



      Playboy: As defined in the preamble hereto.



      Prospectus: The prospectus included in a Registration Statement, as

amended or supplemented by any prospectus supplement and by all other amendments

thereto, including post-effective amendments, and all material incorporated by

reference into such Prospectus.



      Purchase Agreement: As defined in the preamble hereto.



      Record Holder: With respect to any Interest Payment Date at which time any

Liquidated Damages will be paid, each Person who is a Holder of Notes on the

record date with respect to such Interest Payment Date, as determined pursuant

to the Indenture and the Notes.



      Registration Default: As defined in Section 5 hereof.



      Registration Statement: Any registration statement of the Company relating

to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the

registration for resale of Transfer Restricted Securities, in each case which is

filed pursuant to the provisions of this Agreement, including the Prospectus

included therein, all amendments and supplements thereto (including

post-effective amendments) and all exhibits and material incorporated by

reference therein.



      Securities Act: The Securities Act of 1933, as amended.



      Shelf Registration Statement: As defined in Section 4 hereof.



      Shelf Trigger Date: As defined in Section 4 hereof.



      Subsidiary Guarantors: As defined in the preamble hereto.



      Transfer Restricted Securities: Each Initial Note, until the earliest to

occur of (a) the date on which such Note is exchanged in the Exchange Offer, (b)

the date on which such Note has been effectively registered under the Securities

Act and disposed of in accordance with a Shelf Registration Statement, (c) the

date on which such Note is distributed to the public pursuant to Rule 144 under

the Securities Act or is saleable pursuant to Rule 144(k) under the Securities

Act (or similar provisions then in effect), and (d) the date such Note ceases to

be outstanding, and each Exchange Note issued to a Broker-Dealer until the date

on which such Exchange Note is distributed to the public by such Broker-Dealer

pursuant to the "Plan of Distribution" contemplated by the Exchange Offer

Registration Statement (including delivery of the Prospectus contained therein);

provided, however, that the Transfer Restricted Securities with respect to which





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<PAGE>



the Company has caused to be filed and declared effective an Exchange Offer

Registration Statement and has consummated an Exchange Offer, in each case

pursuant to and in accordance with Section 3 hereof, and which have not been

tendered by the Exchange Date by the Holder thereof shall be deemed not to be

Transfer Restricted Securities, except to the extent the Holder provides the

notice contemplated by Section 4(a)(ii) hereof.



      Trust Indenture Act: The Trust Indenture Act of 1939 as amended.



      Trustee: Bank One, N.A., as the trustee under the Indenture, together with

its successors and assigns.



      Underwritten Registration or Underwritten Offering: A registration in

which securities of the Company are sold to an underwriter for reoffering to the

public.



      Section 2. Securities Subject To This Agreement.



      (a) Transfer Restricted Securities. The securities entitled to the

benefits of this Agreement are the Transfer Restricted Securities.



      (b) Holders of Transfer Restricted Securities. A Person is deemed to be a

holder of Transfer Restricted Securities (each, a "Holder") whenever such Person

owns Transfer Restricted Securities.



      Section 3. Registered Exchange Offer.



      (a) Unless the Exchange Offer shall not be permissible under applicable

law or Commission policy (after the procedures set forth in Section 6(a) below

have been complied with), the Company and the Guarantors shall (i) cause to be

filed with the Commission on or prior to 120 days after the Closing Date, a

Registration Statement under the Securities Act relating to the Exchange Notes

and the Exchange Offer, (ii) use their reasonable best efforts to cause such

Registration Statement to become effective on or prior to 180 days after the

Closing Date, (iii) in connection with the foregoing, (A) file all pre-effective

amendments to such Registration Statement as may be necessary in order to cause

such Registration Statement to become effective, (B) if applicable, file a

post-effective amendment to such Registration Statement pursuant to Rule 430A

under the Securities Act and (C) cause all filings which to the knowledge of the

Company are reasonably necessary, if any, in connection with the registration

and qualification of the Exchange Notes to be made under the Blue Sky laws of

such jurisdictions as are necessary to permit Consummation of the Exchange

Offer, and (iv) upon the effectiveness of such Registration Statement, commence

the Exchange Offer. The Exchange Offer shall be on the appropriate form

permitting registration of the Exchange Notes to be offered in exchange for the

Transfer Restricted Securities and to permit resales of Notes held by

Broker-Dealers as contemplated by Section 3(c) below.



      (b) The Company and the Guarantors shall use their reasonable best efforts

to cause the Exchange Offer Registration Statement to be effective





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<PAGE>



continuously and shall keep the Exchange Offer open for a period of not less

than the minimum period required under applicable federal and state securities

laws to Consummate the Exchange Offer (the last date of acceptance for exchange

being referred to as the "Exchange Date"); provided, however, that in no event

shall such period be less than 30 days after the date notice of the Exchange

Offer is mailed to the Holders. The Company and the Guarantors shall cause the

Exchange Offer to comply with all applicable federal and state securities laws.

No securities other than the Notes (and guarantees thereof) shall be included in

the Exchange Offer Registration Statement. The Company and the Guarantors shall

use their reasonable best efforts to cause the Exchange Offer to be Consummated

within 30 Business Days after the Exchange Offer Registration Statement has

become effective (or longer, if required by federal securities laws).



      (c) The Company and the Guarantors shall indicate in a "Plan of

Distribution" section contained in the Prospectus forming a part of the Exchange

Offer Registration Statement that any Broker-Dealer who holds Initial Notes that

are Transfer Restricted Securities and that were acquired for its own account as

a result of market-making activities or other trading activities (other than

Transfer Restricted Securities acquired directly from the Company), may exchange

such Initial 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 Exchange Notes received by

such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement

may be satisfied by the delivery by such Broker-Dealer of the Prospectus

contained in the Exchange Offer Registration Statement. Such "Plan of

Distribution" section shall also contain all other information with respect to

such resales by Broker-Dealers that the Commission may require in order to

permit such resales pursuant thereto, but such "Plan of Distribution" shall not

name any such Broker-Dealer or disclose the amount of Notes held by any such

Broker-Dealer except to the extent required by the Commission as a result of a

change in policy after the date of this Agreement.



      The Company and the Guarantors shall use their reasonable best efforts to

keep the Exchange Offer Registration Statement continuously effective,

supplemented and amended as required by and subject to the provisions of

Sections 6(a) and 6(c) below to the extent necessary to ensure that it is

available for resales of Notes acquired by Broker-Dealers for their own accounts

as a result of market-making activities or other trading activities, and to

ensure that it conforms with the requirements of this Agreement, the Securities

Act and the policies, rules and regulations of the Commission as announced from

time to time, for a period ending on the earlier of (i) 180 days from the date

on which the Exchange Offer Registration Statement is declared effective and

(ii) the date on which Broker-Dealers are no longer required to deliver a

prospectus in connection with market-making or other trading activities;

provided, however, that any such Broker-Dealer desiring the Company to keep the

Exchange Offer Registration Statement continuously effective shall notify the

Company in writing that such Broker-Dealer acquired Exchange Notes as a result

of market-making or other similar activities such that the Broker-Dealer would

be required to deliver a

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