| The ipo looks dead in the water, IMO, due to all the cash and value being skimmed by the parent: 
 MASTER INTERCOMPANY AGREEMENT
 
 We will enter into a master intercompany agreement that sets default terms
 for various of the intercompany agreements and provides for the following:
 
 - Trademark and Content License Royalties.  We will pay Playboy Enterprises
 an annual license fee equal to ten percent of annual net revenues for the
 first $50,000,000 of net revenues and seven percent of net revenues for
 annual net revenues in excess of $50,000,000 up to $100,000,000. We will
 not pay royalties for any net revenues in excess of $100,000,000.
 Regardless of actual revenues, the minimum license fee that we pay to
 Playboy Enterprises shall be $2,800,000 for 2000, $5,200,000 for 2001, and
 $7,500,000 thereafter. In addition, we will pay Playboy Enterprises a 50%
 share of net revenues derived through pay-per-view programming of Playboy
 Enterprises' video content.
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