Exhibit 10.1.2

                            REAFFIRMATION OF GUARANTY

            Reference  is made to  that  certain  Amended  and  Restated  Credit
Agreement,  dated as of April 1, 2005 (as the same may be  amended,  modified or
supplemented  from time to time,  the "Credit  Agreement"),  among PEI Holdings,
Inc., a Delaware corporation ("Borrower"), the various financial institutions as
are, or may from time to time become,  parties thereto ("Lenders"),  and Bank of
America,  N.A.,  as a Lender  and as agent  for the  Lenders  ("Agent").  Unless
otherwise defined herein,  capitalized terms used herein shall have the meanings
ascribed to such terms in the Credit Agreement.

            Each of the undersigned  hereby  acknowledges that it has executed a
Master Corporate Guaranty,  dated as of March 11, 2003 (the "Guaranty"),  of all
of the  obligations of Borrower to Agent and Lenders under the Credit  Agreement
and as more fully  described in the Guaranty.  Each of the  undersigned  further
acknowledges   that  such   Guaranty   was   reaffirmed   pursuant   to  certain
Reaffirmations of Guaranty dated April 1, 2005 and March 10, 2006, respectively.

            Each of the undersigned  hereby (i) acknowledges and consents to the
execution,  delivery  and  performance  of the Second  Amendment  to Amended and
Restated  Credit  Agreement  (the  "Amendment")  of even date  herewith and (ii)
ratifies and affirms the Guaranty in all respects.

            Each of the  undersigned  further  agrees that each Loan Document to
which  it is a party  shall  remain  in full  force  and  effect  following  the
execution  and delivery of the  Amendment  and that all  references  in the Loan
Documents  to the  Credit  Agreement  shall be  deemed  to  refer to the  Credit
Agreement as amended or otherwise modified from and after the date hereof.

            This  Reaffirmation  of  Guaranty  may be  executed  in one or  more
counterparts, each of which shall constitute an original, but all of which taken
together shall be one and the same instrument.

                                   * * * * * *

                             Signature Pages Follow



            IN WITNESS  WHEREOF,  this  Reaffirmation  of Guaranty has been duly
executed this 27th day of April 2006.

                    ADULTVISION COMMUNICATIONS, INC.
                    AL ENTERTAINMENT, INC.
                    ALTA LOMA DISTRIBUTION, INC.
                    ALTA LOMA ENTERTAINMENT, INC.
                    ANDRITA STUDIOS, INC.
                    CANDLELIGHT MANAGEMENT LLC
                      By: Playboy TV International, LLC, its Sole Member,
                          By: Playboy Entertainment Group, Inc., its Sole Member
                    CHELSEA COURT HOLDINGS LLC
                      By: Playboy TV International, LLC, its Sole Member,
                          By: Playboy Entertainment Group, Inc., its Sole Member
                    CLARIDGE ORGANIZATION, LLC
                      By: Playboy TV International, LLC, its Sole Member,
                          By: Playboy Entertainment Group, Inc., its Sole Member
                    CPV PRODUCTIONS, INC.
                    CYBERSPICE, INC.
                    ICS ENTERTAINMENT, INC.
                    IMPULSE PRODUCTIONS, INC.
                    INDIGO ENTERTAINMENT, INC.
                    ITASCA HOLDINGS, INC.
                    LAKE SHORE PRESS, INC.
                    LIFESTYLE BRANDS, LTD.
                    MH PICTURES, INC.
                    MYSTIQUE FILMS, INC.
                    PLANET PLAYBOY, INC.
                    PLANET SPICE, INC.
                    PLAYBOY CLUB OF HOLLYWOOD, INC.
                    PLAYBOY CLUB OF NEW YORK, INC.
                    PLAYBOY CLUBS INTERNATIONAL, INC.
                    PLAYBOY CRUISE GAMING, INC.
                    PLAYBOY ENTERTAINMENT GROUP, INC.
                    PLAYBOY GAMING INTERNATIONAL, LTD.
                    PLAYBOY GAMING NEVADA, INC.
                    PLAYBOY GAMING UK, LTD.
                    PLAYBOY JAPAN, INC.
                    PLAYBOY MODELS, INC.


                    By:
                    Name:  Robert Campbell
                    Title: Treasurer

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                    PLAYBOY OF LYONS, INC.
                    PLAYBOY OF SUSSEX, INC.
                    PLAYBOY PREFERRED, INC.
                    PLAYBOY PROPERTIES, INC.
                    PLAYBOY SHOWS, INC.
                    PLAYBOY TV INTERNATIONAL, LLC
                        By: Playboy Entertainment Group, Inc., its Sole Member
                    PRECIOUS FILMS, INC.
                    SPECIAL EDITIONS, LTD.
                    SPICE DIRECT, INC.
                    SPICE ENTERTAINMENT, INC.
                    SPICE INTERNATIONAL, INC.
                    SPICE NETWORKS, INC.
                    SPICE PRODUCTIONS, INC.
                    STEELTON, INC.
                    TELECOM INTERNATIONAL, INC.
                    WOMEN PRODUCTIONS, INC.


                    By
                    Name:      Robert Campbell
                    Title:     Treasurer


                    PLAYBOY ENTERPRISES, INC.
                    PLAYBOY ENTERPRISES INTERNATIONAL, INC.

                    By
                    Name:  Robert Campbell
                    Title: Senior Vice President,
                           Treasurer and Strategic Planning


                    SPICE HOT ENTERTAINMENT, INC.
                    SPICE PLATINUM ENTERTAINMENT, INC.

                    By
                    Name:  Catherine A. Zulfer
                    Title: Treasurer


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                           ACKNOWLEDGED AND AGREED TO
                           THIS 27TH DAY OF APRIL 2006:

                           BANK OF AMERICA, N.A., as Agent

                           By
                           Name:  David A. Johanson
                           Title: Vice President _______________________


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