PLAYBOY ENTERPRISES INC
AMENDMENT TO SUBSCRIPTION FULFILLMENT AGMT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>ex10-1.txt
<DESCRIPTION>AMENDMENT TO SUBSCRIPTION FULFILLMENT AGMT
<TEXT>


                                 Fifth Amendment

                                       to

                                Playboy Magazine

                       Subscription Fulfillment Agreement

















Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission. The
omissions have been indicated by asterisks ("****"), and the omitted text has
been filed separately with the Securities and Exchange Commission.

<PAGE>

      FIFTH AMENDMENT dated as of July 1, 2001 by and between COMMUNICATIONS
DATA SERVICES, INC., an Iowa corporation ("CDS"), with its principal office at
1901 Bell Avenue, Des Moines, Iowa 50315-1099, and PLAYBOY ENTERPRISES
INTERNATIONAL, INC. (formerly PLAYBOY ENTERPRISES, INC.), a ________________
corporation (the "Publisher"), with its principal office at 680 North Shore
Drive, Chicago, Illinois 60611.

                                 R E C I T A L S

      WHEREAS, CDS and the Publisher entered into a Subscription Fulfillment
Agreement dated as of July 1, 1987, as amended by an Amendatory Agreement dated
as of September 1, 1987; a Letter Agreement for Electronic Presort dated as of
June 1, 1988; a Second Amendment dated as of July 1, 1990; a Letter Agreement
for CDS's Destination Entry Program dated as of June 1, 1995; a Third Amendment
dated as of July 1, 1996; a Letter Agreement for CDSxpress Moves dated as of
July 1, 1996; a Fourth Amendment dated as of June 1, 1997; a Letter Agreement
for Internet Services dated as of July 7, 1997; and a Special Project (Letter)
Agreement dated as of October 1, 1999 (collectively, the "Agreement").

      WHEREAS, the parties now desire to further amend the Agreement to revise
certain fees and charges, extend the Term of the Agreement, and make other
changes as hereinafter set forth.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, it is agreed by and between the parties hereto as follows:

      1. Section I, CDS Services, of the Agreement is hereby amended to add an
introductory sentence to read as follows:

            "The parties mutually agree that CDS will convert the Magazine from
      CDS's Batch System to CDS's SERV System after June 30, 2002, with the
      first-available date being July 2002. If the Publisher desires to convert
      the Magazine to the SERV System in July 2002, it shall notify CDS in
      writing within six (6) weeks from the date of this Fifth Amendment. SERV
      System Service descriptions that will apply following completion of
      conversion of the Magazine to the SERV System are set forth in Attachment
      I hereto, which is hereby made a part hereof."

      2. Section 2.1, as previously amended, is hereby amended to add "(a)"
before the first paragraph (includes the table), "(b)" before the second
paragraph (billing mechanism), and "(c)" before the third paragraph (change in
number of issues), and Section 2.1 is further amended to add a new paragraph (d)
to read as follows:

            "(d) If the number of manually key-entered transactions (from mail
      documents received) during a contract year is fewer than 550,000, the
      Publisher will receive a discount of two percent (2%) off the Annual
      Service Charge per Subscription rate for the following contract year.* If
      the number of manually key-entered transactions (from mail documents
      received) during a contract year is 550,000 or over 550,000 but below
      750,000, the Publisher will receive a discount of one percent (1%) off the
      Annual Service Charge per Subscription rate for the following contract
      year.* If the number of manually

<PAGE>

      key-entered transactions (from mail documents received) during a contract
      year is 750,000 or more, no discount shall apply. The Age of Operations
      report will be used to determine the number of transactions that were
      manually key entered. The foregoing discount provisions are subject to the
      Magazine having an active subscription file of at least 2,300,000 during
      the contract year.

      *The contract year will be measured from July 1 through the following June
      30. Tracking of the volume of manually key-entered transactions will
      commence on July 1, 2001. Following June 30, 2002 and following each June
      30 thereafter, the number of manually key-entered transactions will be
      determined for the contract year just ended using the monthly Age of
      Operations reports. If the Publisher qualifies for a discount as described
      above in this paragraph (d), then the applicable discount will be applied
      to the Annual Service Charge per Subscription rate for the next contract
      year."

      3. Section 2.3 of the Agreement is hereby amended to restate paragraph (e)
in its entirety and to add a new paragraph (f) as follows:

      "(e)  Two (2) suppression files per year will be provided at no additional
            charge to the Publisher, with the understanding that, if requested
            by the Publisher, one such suppression file may be used for the
            Publisher's June mailing.

      (f)   One (1) expire pull (selection) per year will be provided at no
            additional charge to the Publisher."

      4. Section 2.5(a) of the Agreement is hereby amended to add a new item
(xi) to read as follows:

            "(xi) Labelaire.............................................****/M

                  Add one working day to mail date schedule for each 50M
                  requiring labelaire operations.

                  If the quantity is less than 500 pieces, the job wll be
                  charged at the hand rate."

      5. Section 2.9 of the Agreement, as previously amended, is hereby amended
to add a sentence at the end of the paragraph to read as follows:

      "CDS will provide REACT reports to the Publisher electronically commencing
      July 2001. In addition, other fulfillment reports, if requested by the
      Publisher, will be provided electronically in a timeframe mutually agreed
      upon by both parties."


                                       3
<PAGE>

      6. Section 2.17 of the Agreement, as previously amended, is hereby amended
to add the following sentence at the end of the paragraph to read as follows:

      "Notwithstanding the foregoing, all of the fees and charges set forth in
      the Agreement as escalated to the date hereof (including all of the fees
      and charges set forth in this Fifth Amendment) shall remain in effect
      until June 30, 2003, and on July 1, 2003 and each July 1 thereafter will
      increase as set forth above."

      7. Section 5.1 of the Agreement, as previously amended, is hereby amended
to extend the Term until June 30, 2006.

      8. The last sentence of Section 11.3 of the Agreement, as previously
amended, is hereby amended and restated in its entirety to read as follows:

      "The representative(s) of both parties may be changed from time to time in
      which event the other party shall be notified as promptly as possible,
      with the understanding that CDS will use its reasonable best efforts to
      notify the Publisher of any such change at least ninety (90) days in
      advance, except in the case of resignation or termination of the employee,
      and each CDS replacement added to the account management team for the
      Publisher's account shall be subject to the approval of the Publisher."

      9. Item 5 of Exhibit A, as previously amended, is hereby amended to add
the following sentence at the end:

      "CDS will provide upselling scripting capabilities to its customer service
      representatives no later than January 1, 2002. The on-going charges to
      Publisher for these Services will be mutually agreed upon and comparable
      to the charges paid by other CDS clients of comparable size and having
      comparable file size, frequency, and number of transactions on an
      annualized basis and requiring CDS to perform substantially the same
      Services."

      10. Internet Services included in the Letter Agreement dated July 7, 1997,
and in the additional Services and fees document entitled "Magazine e-Commerce
Pricing" mailed to Publisher in January 2000, are hereby amended to add the
following:

      "CDS agrees to provide the following Internet Service enhancements for the
      following fees and charges:

      (a)   Personal Passwords - Access to inquiry through the personal password
            is available with CDS's new Internet product.

      (b)   Following conversion of the Magazine to CDS's new Web Administration
            Tool ("Gemini"), the following pricing will apply in addition to the
            existing pricing unless otherwise indicated:


                                       4
<PAGE>

            (i)   Web Administration Tool
                    License Fee....................Included in Monthly "hit" Fee
                  Replaces current Hosting Fee

            (ii)  Web Page Design/Changes:

                        By CDS................. ****/hour; Minimum 2 hour charge
                        By Publisher........................No Additional Charge
                          New Web Administration Tool allows Publisher to do its
                          own page changes/designs and place them into
                          production.

            (iii) Monthly "hit" Fee:

                  First 12 months following
                    conversion to Gemini...................****/Publisher/month*

                  *Prior to the end of the first twelve (12) months following
                  the Magazine's(s') conversion to Gemini, the parties agree to
                  review the Monthly "hit" Fee and mutually agree upon the
                  fee/charges to apply following the first 12 months. Such new
                  fee/charges will be set forth in an amendment to this
                  Agreement to be signed by both parties. Notwithstanding the
                  foregoing, it is agreed that if the number of "hits" for the
                  Publisher's Magazine(s) exceeds 10,000,000 in any one month,
                  then the parties will review the pricing in the following
                  month and pricing adjustments will be agreed upon for the
                  months remaining in the "First 12 months" during which the
                  "hit" volume exceeds 10,000,000.

                          All automated transactions are included in this
                          pricing (replaces charges for: Automated order,
                          Automated change of address, Automated missed issue,
                          Automated inquiry, and Other Automated transactions).

            (iv)  e-donor renewals and e-bills:

                        Send e-donor renewals*
                          (by May 2002).......................****/name selected
                        Send e-bills*
                          (by December 31, 2001)..............****/name selected
                          *Text only"

      (c)   CDS agrees to provide the capability to print e-mail addresses
            and/or personal passwords on bills and renewal notices by December
            31, 2001 for the Batch System and by June 30, 2002 for the SERV
            System.

      11. In the Letter Agreement dated July 7, 1997 regarding Internet Services
and fees and charges, the charge rate set forth in items (g), (h), and (i), as
escalated to the date hereof, are hereby amended to read as follows:

                        "(g) Customer Service Request.................**** each
                         (h) Customer Service Response................**** each
                         (i) Other manual transactions................****each"


                                       5
<PAGE>

      12. Exhibit A to the Agreement is hereby amended to add a new item 24 to
read as follows:

            "24. The Publisher agrees to provide CDS with the opportunity to bid
      on providing fulfillment for the Publisher's premiums and products."

      13. Except as expressly amended hereby, the Agreement shall remain in full
force and effec in accordance with its terms.

      13. This Fifth Amendment shall become effective as of the date first above
written.

      IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as of
the day and year first above written.

COMMUNICATIONS DATA                            PLAYBOY ENTERPRISES
SERVICES, INC.                                 INTERNATIONAL, INC.


By /s/ Chris Holt                              By /s/ Phyllis Rotunno
  -------------------------------                -------------------------------
       (signature)                                    (signature)

       Chris Holt                                     Phyllis Rotunno
---------------------------------                -------------------------------
       (print or type)                                (print or type)

Title: Vice President                          Title: VP Sub Circ
      ---------------------------                    ---------------------------


                                       6

<PAGE>

                                  Attachment I

                            CDS SERV SYSTEM SERVICES

The following SERV System Services shall apply commencing upon completion of
conversion of the Magazine to the SERV System:

      1. In place and instead of Sections 1.1 through 1.4 of the Agreement, the
following shall apply for the Magazine(s) fulfilled on the SERV System:

      1.1-4 S. Caging and Subscriber Database Maintenance.

                  (a) CDS will receive and open mail from subscribers; remove
and verify amounts of payments; receive and verify payments on agency clearings;
and endorse, encode, and balance payments and deposit same on a daily basis in
the Publisher's bank account. CDS will maintain all necessary activity and cash
controls.

                  (b) The Magazine's(s') subscriber database (the "Database")
will consist of files on disk and in backup format on magnetic tape containing
subscriber and recipient data, Magazine's(s') characteristics, specific order
data and transaction history. CDS will apply and edit transactions, including
cash, credit, credit card, renewal, gift renewal, complimentary, gift and agency
orders; payments; cancellations; name and/or address changes; and subscriber
adjustments to the Database on an interactive basis (date and time identified at
time of application). Errors will be corrected as promptly as possible on an
interactive basis.

            2. In place and instead of Section 1.11 of the Agreement, the
following shall apply for the Magazine(s) fulfilled on the SERV System:

            1.11 S. SERV Operating Reports.

            CDS will furnish the Publisher with the following SERV Operating
Reports requested by the Publisher. The Publisher may elect to vary the Report
package it receives at any time during the Term of the Agreement upon advance
notice to CDS:

                          Basic Package of SERV Reports

Report
Number            Report Title                                      Frequency
------            ------------                                      ---------

                  DAILY MAIL OPENING REPORT.............................Daily

  100             ACCOUNTS RECEIVABLE INVENTORY.......................Monthly

  110             ACCOUNTS RECEIVABLE BALANCING.......................Monthly

  120             DEFERRED INCOME INVENTORY...........................Monthly

  130             DEFERRED INCOME BALANCING...........................Monthly


                                 Atachment I-1
<PAGE>

  140             EARNED INCOME ADJUSTMENTS..............................Monthly

  150             CREDIT PRODUCTION......................................Monthly

  160             CREDIT CANCELLATION....................................Monthly

  170             CREDIT PAYMENT.........................................Monthly

  180             CREDIT PAYMENT ADJUSTMENT..............................Monthly

  190             SALES TAX..........................................Quarterly -
                                                               may not be needed

  191             SALES TAX BY ORDERS, PAYMENTS AND CANCELS..........Quarterly -
                                                               may not be needed

  200             EXPIRE ANALYSIS........................................Monthly

  210             ARREARS ELIGIBILITY..................................Monthly -
                                                               may not be needed

  220             ORDERS APPLIED BY TERM.................................Monthly

  230             CANCELLATIONS APPLIED BY TERM..........................Monthly

  240             SOURCE TO SOURCE.......................................Monthly

  250             START ISSUE BY SOURCE..................................Monthly

  260             AGENCY NET PRODUCTION..................................Monthly

  270             AGENCY CANCELLATIONS.................................Monthly -
                                                               may not be needed

  280             ORDER RESPONSE-NON-RENEWAL KEYS........................Monthly

  290             BILLING RESPONSE.......................................Monthly

  291             INSTALLMENT BILLING RESPONSE...........................Monthly

  300             RENEWAL ANALYSIS.......................................Monthly

  310             ABC SALES BY PRICE...............................Semi-annually

  320             ABC SALES BY DURATION............................Semi-annually

  330             ABC SALES BY CHANNEL.............................Semi-annually

  340             ABC SALES BY PREMIUM.............................Semi-annually

  350             ISSUES SERVED ON CREDIT CANCELS........................Monthly

  360             ARREARS RECLAIMED....................................Monthly -
                                                               may not be needed

  370             DIRECT MAIL/PHONE AGENCY CANCELS.......................Monthly


                                 Atachment I-2
<PAGE>

  380             DIRECT MAIL/PHONE AGENCY REINSTATEMENTS................Monthly

  390             ABC LATE PAYMENT.................................Semi-annually

  420             ABC CIRCULATION BY ISSUE/EDITION.................Semi-annually

  430             ABC ARREARS CIRCULATION..........................Semi-annually

  440             ABC CIRCULATION BY STATE/COUNTY..................Semi-annually

  450             STATUS OF SUBSCRIPTION COPIES...........................Weekly

  470             REFUND LISTING.......................................Bi-weekly

  490             ORDER RESPONSE-RENEWAL KEYS............................Monthly

 1100         EARNED INCOME......................................Each Label Pull

If the Publisher requests any of the above reports at times other than the
frequency set forth in this Appendix A, CDS will attempt to provide the
report(s) and, if provided, the Publisher will be charged a fee of **** per
report plus a charge based on CDS's prevailing rates for the computer time
required to run the report(s).

                                      # # #


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