AMENDMENT This Amendment, dated December 12, 2005, shall confirm the understanding between Time/Warner Retail Sales & Marketing Inc. (formerly known as Warner Publisher Services Inc.), a New York corporation ("Warner"), and Playboy Enterprises, Inc.,...

                                                                   EXHIBIT 10.2C

      [LOGO]
   Time/Warner
     RETAIL
SALES & MARKETING
         A TimeWarner Company

                                    AMENDMENT

This Amendment, dated December 12, 2005, shall confirm the understanding between
Time/Warner Retail Sales & Marketing Inc. (formerly known as Warner Publisher
Services Inc.), a New York corporation ("Warner"), and Playboy Enterprises,
Inc., a Delaware corporation ("Publisher"), that the distribution agreement
between Warner and Publisher dated May 4, 2004 (the "Agreement") is hereby
amended as follows:

Sub-Paragraph 1(m): "Term"

Clause 1(m)(i) of the Agreement shall be deleted in its entirety and replaced
with the following;

      ""Term" shall mean the period commencing with the On-Sale Date of the
      February 2004 issue of "Playboy" magazine and terminating on the Off-Sale
      Date of the March 2006 issue of "Playboy" magazine, unless earlier
      terminated as hereinafter provided."

All other terms and conditions shall remain as stated in the Agreement.


AGREED & ACCEPTED:

TIME/WARNER RETAIL SALES & MARKETING INC.


By: /s/ Xxxxxx X. Xxxxx
    ----------------------------

PLAYBOY ENTERPRISES, INC.


By: /s/ Xxxxx Xxxxx
    ----------------------------