Exhibit 10.2.3

                                PLEDGE AMENDMENT

            This Pledge  Amendment is dated as of May 15, 2006. The  undersigned
hereby  agrees  that  this  Pledge  Amendment  may be  attached  to  the  Pledge
Agreement,  dated as of March 11,  2003,  between  the  undersigned  and Bank of
America, N.A., as agent for the Lenders (as amended,  restated,  supplemented or
otherwise modified from time to time, the "Pledge Agreement";  capitalized terms
defined  therein being used herein as therein  defined) and that, as of the date
set forth above and at all times  thereafter,  the shares  listed  below on this
Pledge Amendment shall be deemed to be part of the Pledged  Collateral and shall
secure all Secured Obligations.

            In  furtherance  of  the  foregoing,   to  secure  the  payment  and
performance  of the Secured  Obligations,  the  undersigned  hereby  pledges and
hypothecates  to Agent,  for the  benefit  of Agent and  Lenders,  and grants to
Agent,  for the  benefit  of Agent and  Lenders,  a  security  interest  in, the
following:

            (a) the shares of stock  outstanding of the  corporation  ("Issuer")
identified on Schedule I hereto held by the undersigned  (the "Pledged  Shares")
and the  certificates,  if any,  representing the Pledged Shares,  and all stock
dividends,  cash dividends,  cash, instruments,  chattel paper and other rights,
property or proceeds  and products  from time to time  received,  receivable  or
otherwise distributed in respect of or in exchange for any or all of the Pledged
Shares;

            (b) all additional shares of stock of Issuer at any time acquired by
the undersigned in any manner, and the certificates representing such additional
shares (and any such  additional  shares  shall  constitute  part of the Pledged
Shares  under this Pledge  Amendment  and the Pledge  Agreement),  and all stock
dividends,  cash dividends,  cash, instruments,  chattel paper and other rights,
property or proceeds  and products  from time to time  received,  receivable  or
otherwise  distributed  in  respect  of or in  exchange  for  any or all of such
shares; and

            (c) all proceeds of any of the foregoing.

            This  Pledge  Amendment  shall be  governed  by,  and  construed  in
accordance with, the law of the State of Illinois  applicable to agreements made
and to be performed entirely within such State;  provided,  that the undersigned
and Agent shall retain all rights arising under federal law.

                        [Signature follows on next page.]



                                           PLAYBOY ENTERTAINMENT GROUP, INC.


                                            By Robert Campbell
                                            Its Treasurer



                                   SCHEDULE I



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                                            Stock Certificate      Number of
        Stock Issuer       Class of Stock         No(s).             Shares         Percentage
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CJI Holdings, Inc.                                                                     100%

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