By-Laws of Playboy Online, Inc.

BY-LAWS OF PLAYBOY ONLINE, INC.

(A Delaware Corporation)

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ARTICLE 1

DEFINITIONS

As used in these By-laws, unless the context otherwise requires, the term:

1.1. "Assistant Secretary" means an Assistant Secretary of the

1.2. "Assistant Treasurer" means an Assistant Treasurer of the

1.3. "Board" means the Board of Directors of the Corporation.

1.4. "By-laws" means the initial by-laws of the Corporation, as amended from time to time.

1.5. "Certificate of Incorporation" means the initial certificate of incorporation of the Corporation, as amended, supplemented or restated from time to time.

1.6. "Chairman" means the Chairman of the Board of Directors of the Corporation.

1.7. "Corporation" means Playboy Online, Inc.

1.8. "Directors" means directors of the Corporation.

1.9. "Entire Board" means all directors of the Corporation in office, whether or not present at a meeting of the Board, but disregarding vacancies.

1.10. "General Corporation Law" means the General Corporation Law of the State of Delaware, as amended from time to time.

1.11. "Office of the Corporation" means the executive office of the Corporation, anything in Section 131 of the General Corporation Law to the contrary notwithstanding.

1.12. "President" means the President of the Corporation.

1.13. "Secretary" means the Secretary of the Corporation.

1.14. "Stockholders" means stockholders of the Corporation.

1.15. "Treasurer" means the Treasurer of the Corporation.

1.16. "Vice President" means a Vice President of the Corporation.

ARTICLE 2

STOCKHOLDERS

2.1. PLACE OF MEETINGS. Every meeting of Stockholders shall be held at the office of the Corporation or at such other place within or without the State of Delaware as shall be specified or fixed in the notice of such meeting or in the waiver of notice thereof.

2.2. ANNUAL MEETING. A meeting of Stockholders shall be held annually for the election of Directors and the transaction of other business at such hour and on such business day as may be determined by the Board and designated in the notice of meeting.

2.3. DEFERRED MEETING FOR ELECTION OF DIRECTORS' ETC. If the annual meeting of Stockholders for the election of Directors and the transaction of other business is not held within the months specified in Section 2.2 hereof, the Board shall call a meeting of Stockholders for the election of Directors and the transaction of other business as soon thereafter as convenient.

2.4. OTHER SPECIAL MEETINGS. A special meeting of Stockholders (other than a special meeting for the election of Directors), unless otherwise prescribed by statute, may be called at any time by the Board or by the President or by the Secretary.

2.5. FIXING RECORD DATE. For the purpose of determining the Stockholders entitled to notice of or to vote at any meeting, the Board may fix a record date.

2.5.1. Record date for notice/vote at a meeting.

2.5.2. Record date for written consent without a meeting.

2.5.3. Record date for any other lawful purpose.

2.6. NOTICE OF MEETINGS OF STOCKHOLDERS. Except as otherwise provided, written notice shall be given stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

2.7. WAIVERS OF NOTICE. Whenever the giving of any notice is required, a waiver thereof in writing, signed by the Stockholder or Stockholders entitled to said notice, shall be deemed equivalent to notice.

2.8. LIST OF STOCKHOLDERS. The Secretary shall prepare and make a complete list of the Stockholders entitled to vote at the meeting.

2.9. QUORUM OF STOCKHOLDERS; ADJOURNMENT. The holders of one-third of all outstanding shares of stock entitled to vote at any meeting shall constitute a quorum.

2.10. VOTING; PROXIES. Voting by ballot required/demanded Proxy authorized

2.11. VOTING PROCEDURES AND INSPECTORS OF ELECTION AT MEETINGS OF STOCKHOLDERS.

2.12. ORGANIZATION. At each meeting of Stockholders, the President, or in the absence of the President, the Chairman, or if there is no Chairman, a Vice President, shall act as chairman of the meeting.

2.13. ORDER OF BUSINESS. The order of business at all meetings of Stockholders shall be as determined by the chairman of the meeting.

2.14. WRITTEN CONSENT OF STOCKHOLDERS WITHOUT A MEETING.

ARTICLE 3

DIRECTORS

3.1. GENERAL POWERS. Except as otherwise provided in the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

3.2. NUMBER; QUALIFICATION: TERM OF OFFICE. The Board shall consist of one or more members.

3.3. ELECTION. Directors shall be elected by a plurality of the votes cast.

3.4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Vacancies may be filled by the Board or stockholders as provided herein.

3.5. RESIGNATION. Any Director may resign at any time by written notice to the Corporation.

3.6. REMOVAL. Any or all Directors may be removed with or without cause by vote of the holders of a majority of the shares then entitled to vote at an election of Directors.

3.7. COMPENSATION. Each Director shall be entitled to receive such compensation as the Board may determine.

3.8. TIMES AND PLACES OF MEETINGS. The Board may hold meetings within or without the State of Delaware.

3.9. ANNUAL MEETINGS. The Board may hold its annual meeting without notice for organization and election of officers.

3.10. REGULAR MEETINGS. Regular meetings of the Board may be held without notice at such times and places as determined by the Board.

3.11. SPECIAL MEETINGS. Special meetings of the Board may be called by the Chairman, President, Secretary or any two or more Directors.

3.12. TELEPHONE MEETINGS. Directors may participate by conference telephone or similar communications equipment.

3.13. ADJOURNED MEETINGS. A majority of the Directors present may adjourn such meeting.

3.14. NOTICE PROCEDURE. Notice may be given in person, by telephone, by mail, or by telegram/telex/telecopy.

3.15. WAIVER OF NOTICE. A waiver of notice in writing shall be deemed equivalent to notice.

3.16. ORGANIZATION. At each meeting of the Board, the Chairman or President shall preside.

3.17. QUORUM OF DIRECTORS. The presence in person of a majority of the entire Board shall be necessary and sufficient to constitute a quorum.

3.18. ACTION BY MAJORITY VOTE. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

3.19. ACTION WITHOUT MEETING. Any action may be taken without a meeting if all Directors consent in writing.

ARTICLE 4

COMMITTEES OF THE BOARD

The Board may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation.

ARTICLE 5

OFFICERS

5.1. POSITIONS. The officers of the Corporation shall be a President, a Secretary, a Treasurer and such other officers as the Board may appoint.

5.2. APPOINTMENT. The officers of the Corporation shall be chosen by the Board at its annual meeting or at such other time or times as the Board shall determine.

5.3. COMPENSATION. The compensation of all officers of the Corporation shall be fixed by the Board.

5.4. TERM OF OFFICE. Each officer shall hold office until a successor is chosen and qualifies or until earlier death, resignation or removal.

5.5. FIDELITY BONDS. The Corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.

5.6. CHAIRMAN. The Chairman, if one shall have been appointed, shall preside at all meetings of the Board.

5.7. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation.

5.8. VICE PRESIDENTS. The Vice Presidents shall perform the duties of the President as requested.

5.9. SECRETARY. The Secretary shall attend all meetings of the Board and of the Stockholders and shall record all proceedings.

5.10. TREASURER. The Treasurer shall have charge and custody of all funds, securities and notes of the Corporation.

5.11. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Assistant Secretaries and Assistant Treasurers shall perform such duties as assigned.

ARTICLE 6

CONTRACTS. CHECKS. DRAFTS. BANK ACCOUNTS. ETC.

6.1. EXECUTION OF CONTRACTS. The Board may authorize officers or agents to enter into contracts or execute instruments.

6.2. LOANS. The Board may authorize the President or any other officer to effect loans and advances.

6.3. CHECKS. DRAFTS. ETC. All checks, drafts and other orders for the payment of money shall be signed as determined by resolution of the Board.

6.4. DEPOSITS. The funds of the Corporation not otherwise employed shall be deposited with such banks or institutions as the Board may select.

ARTICLE 7

STOCK AND DIVIDENDS

7.1. CERTIFICATES REPRESENTING SHARES. Shares of capital stock shall be represented by certificates in such form as shall be approved by the Board.

7.2. TRANSFER OF SHARES. Transfers of shares shall be made only on the books of the Corporation.

7.3. TRANSFER AND REGISTRY AGENTS. The Corporation may maintain one or more transfer offices or agents.

7.4. LOST, DESTROYED STOLEN AND MUTILATED CERTIFICATES. The holder shall immediately notify the Corporation of any loss, destruction, theft or mutilation.

7.5. RULES AND REGULATIONS. The Board may make such rules and regulations as it may deem expedient.

7.6. RESTRICTION ON TRANSFER OF STOCK.

7.7. DIVIDENDS SURPLUS' ETC. Subject to the provisions of the Certificate of Incorporation and of law, the Board may declare dividends.

ARTICLE 8

INDEMNIFICATION

8.1. INDEMNITY UNDERTAKING. To the extent not prohibited by law, the Corporation shall indemnify any person who is or was made a party to any Proceeding.

8.2. ADVANCEMENT OF EXPENSES. The Corporation shall reimburse or advance funds necessary for payment of expenses incurred in connection with any Proceeding.

8.3. RIGHTS NOT EXCLUSIVE. The rights to indemnification and advancement of expenses shall not be deemed exclusive of any other rights.

8.4. CONTINUATION OF BENEFITS. The rights to indemnification and advancement of expenses shall continue after a person ceases to be a Director or officer.

8.5. INSURANCE. The Corporation shall have power to purchase and maintain insurance on behalf of covered persons.

8.6. BINDING EFFECT. The provisions of this Article 8 shall be a contract between the Corporation and covered persons.

8.7. PROCEDURAL RIGHTS. The rights to indemnification and advancement of expenses shall be enforceable by any person entitled thereto.

8.8. SERVICE DEEMED AT CORPORATION'S REQUEST. Service in certain entities shall be deemed at the request of the Corporation.

8.9. ELECTION OF APPLICABLE LAW. Any person entitled to indemnification may elect applicable law as permitted.

ARTICLE 9

BOOKS AND RECORDS

9.1. BOOKS AND RECORDS. Correct and complete records and books of account shall be kept at the principal office of the Corporation.

9.2. FORM OF RECORDS. Records may be kept in electronic or photographic form if convertible into written form.

9.3. INSPECTION OF BOOKS AND RECORDS. The Board shall determine whether and under what conditions records shall be open to stockholders for inspection.

ARTICLE 10

SEAL

The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware."

ARTICLE 11

FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and may be changed, by resolution of the Board.

ARTICLE 12

PROXIES AND CONSENTS

Unless otherwise directed by the Board, certain officers may execute and deliver proxies respecting ownership interests of any Other Entity owned by the Corporation.

ARTICLE 13

EMERGENCY BY-LAWS

Unless the Certificate of Incorporation provides otherwise, the following provisions shall be effective during an emergency.

13.1. NOTICE TO BOARD MEMBERS.

13.2. TEMPORARY DIRECTORS AND QUORUM.

13.3. ACTIONS PERMITTED TO BE TAKEN.

ARTICLE 14

AMENDMENTS

These By-laws may be amended or repealed and new By-laws may be adopted by a vote of the holders of shares entitled to vote in the election of Directors or by the Board.