Distribution Agreement [Amendment] - Playboy Entertainment Group Inc. and Uni Distribution Corp.
As of March 24, 1995
Uni Distribution Corp.
60 Universal City Plaza
Universal City, CA 91608
Attn: Mr. John Burns, Executive Vice President
Re: Playboy Entertainment Group, Inc. Distribution Agreement
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Supplement and Amendment
------------------------
Gentlemen:
Reference is made to that certain letter agreement dated August 22, 1991 between
Uni Distribution Corp. ("Uni") and Playboy Video Enterprises, Inc., the
predecessor in interest to Playboy Entertainment Group, Inc. ("Playboy"),
relating to the distribution of Playboy programs on VHS home videocassettes in
the United States and Canada. Such letter agreement, including all exhibits
thereto and as it may have been supplemented or amended, is referred to as the
"Agreement." All defined terms used in this letter amendment (the "Amendment")
and not defined herein are defined in the Agreement. Uni and Playboy desire to
supplement and amend the Agreement as follows:
1. Term. The term of the Agreement (the "Term") shall be extended to March 25,
1998, with no automatic renewal, so that the Term shall terminate on such date,
subject to extension pursuant to subparagraph 3(a) of 6(b)(vii) below. During
the Term, neither party shall have the right originally set forth in Section 1
of the Agreement to terminate the Agreement on six (6) months' prior written
notice. After the effective date of termination of the Term, Uni shall have no
rights of any kind or nature to any program released or distributed under the
Agreement and to which such termination applies, except that for each New
Release Program (as defined in Paragraph 3 below) released in the six (6) months
prior to the effective date of termination for the New Release Programs, Uni
shall have six (6) months from the initial release date to exploit such program
in the manner authorized under the Agreement.
2. Territory. The territory of Uni's rights under the Agreement shall be the
United States and Canada (the "Territory").
3. Product. Commencing March 26, 1995, the programs to be distributed by Uni
under the Agreement shall consist of all English-language, Playboy-branded,
non-feature film, non-television
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movie, home video programs currently in distribution in the United States on
home videocassette or released in the United States on home videocassette during
the Term for New Release Programs, and no others. Such programs are categorized
as follows:
(a) All English-language, Playboy-branded, non-feature film home video
programs initially released in the United States on home videocassette on
or after March 27, 1994 through the end of the Term for New Release
Programs. Such programs are referred to as the "New Release Programs" and
shall exclude feature films and television movies. Playboy commits to
release at least twelve (12) New Release Programs each contract year of the
Agreement, commencing March 26, 1995, subject to force majeure and other
events beyond Playboy's reasonable control. Subject to Uni's and Playboy's
respective rights at law and under the Agreement, if in any contract year
of the Agreement, Playboy does not release at least twelve (12) New Release
Programs in such contract year, then such contract year with respect only
to the New Release Programs and not to the Catalog Programs (as defined in
subparagraph 3(b) below) shall be extended to the date on which Playboy
releases the twelfth (12th) New Release Program for such contract year, and
the commencement date and the end date of each succeeding contract year and
the end date of the Term with respect only to the New Release Programs and
not to the Catalog Programs shall be correspondingly extended.
(b) All English-language, Playboy-branded, non-feature film, non-television
movie home video programs then-currently in distribution in the United
States and that have been in distribution in the United States on home
videocassette for more than twelve (12) months (including the "EDEN" and
"INSIDE OUT" programs), whether or not such twelve (12) months occur before
or during the Term for such programs (the "Catalog Programs"). In this
regard, twelve (12) months and one (1) day after the initial release in the
United States under the Agreement of a New Release Program, such New
Release Program shall automatically become a Catalog Program, if the Term
for Catalog Programs has not expired by that time.
4. Uni Fees.
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(a) Commencing March 26, 1995, Uni shall be entitled to retain from "gross
revenues" (as defined in Section 5 of the Agreement) for the New Release
Programs and the Catalog Programs distributed under the Agreement a sum
equal to fifteen percent (15%) of the "net invoiced sales" (as defined in
Section 5 of the Agreement) for the New Release Programs and the Catalog
Programs (the "Distribution Fees"). The Distribution Fee is inclusive of
any Uni overhead charge, shipping or freight charges from Uni's warehouse
or distribution facility, allowances or compensation for bad debts, and any
other expenses or deductions from gross revenues not specifically allowed
under the Agreement as
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amended by this Amendment. Commencing March 26, 1995, the Distribution Fee
supersedes the fees under Section 4 of the Agreement.
(b) Commencing March 26, 1995, Playboy shall have the right to purchase
from Uni for Playboy's "direct response marketing sales" under Section 11 of
the Agreement duplicated and packaged videocassette copies of any program
that is a Catalog Program at the time of purchase. Playboy's purchase price
for such copies of the applicable program shall be the cost to Uni of
purchasing copies of the applicable program for Playboy, in accordance with
Paragraph 5 below, free on board Uni's United States distribution facility,
plus a per unit processing fee of Eight Cents ($.08). Commencing March 26,
1995, Playboy also shall pay to Uni a per-unit processing fee of Eight Cents
($.08) for each unit of a New Release Program that Playboy requests Uni ship
from Uni's United States distribution facility for Playboy's direct response
marketing sales.
5. Uni Purchase of Catalog Program Inventory/Manufacturing.
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(a) For all Catalog Programs existing on March 26, 1995, Uni shall purchase
from Playboy (i) Playboy's inventory of finished videocassettes that are in
Uni's warehouses or other possession or control, and (ii) a portion of
Playboy's videocassette sleeve inventory already selected by Uni, both as
listed in Exhibit A to this Amendment. The purchase price for such
inventory shall be Playboy's actual out-of-pocket costs (as indicated in
Exhibit A), free on board Uni's United States distribution facility.
Playboy shall calculate its actual out-of-pocket costs for inventory under
this Amendment at the average charge to Playboy by Playboy's duplicating
facility for such inventory. Uni shall pay Playboy the total purchase price
for such inventory in two (2) equal installments, the first payable on or
before May 1, 1995, and the second payable on or before July 1, 1995. Uni
also shall pay all costs of repackaging, adding or changing logos and other
changes to any of the inventory purchased from Playboy, if any.
(b) Whenever a New Release Program becomes a Catalog Program during the
Term for Catalog Programs, Uni also shall purchase from Playboy the lesser
of (i) all copies, or (ii) a one (1) year's supply of copies based on past
sales, or Playboy's then-existing inventory of finished videocassettes and
videocassette sleeves for the applicable Catalog Program at Playboy's actual
out-of-pocket costs, free on board Uni's United States distribution
facility. In this regard, the current average unit cost to Playboy for a
finished videocassette is approximately Two Dollars and Twenty-Five Cents
($2.25) for each sixty (60) minute videocassette. Furthermore, Exhibit B to
this Amendment lists the videocassette sleeve inventory to be purchased by
Uni over
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approximately the first year of the Term for Catalog Programs, and the cost
thereof. For finished videocasettes, Playboy shall notify Uni of the amount
of such inventory to be purchased and the cost thereof at least one (1)
month prior to the date that the applicable New Release Program is scheduled
to become a Catalog Program. Uni shall pay Playboy for such Catalog Program
inventory by adding the cost thereof to the monthly payment to Playboy of
Playboy's share of gross revenues for the New Release Programs, in
accordance with subparagraph 6(a) below, for the payment due in the month
that the applicable New Release Program becomes a Catalog Program. To the
extent that Playboy's then-existing inventory for such program exceeds a one
(1) year's supply, Uni shall store the extra copies for Playboy and purchase
from Playboy such extra copies at Playboy's actual out-of-pocket costs,
prior to duplicating additional copies.
(c) For all Catalog Programs, including for a New Release Program that
becomes a Catalog Program during the Term for Catalog Programs, Uni shall
bear all costs and responsibilities of any kind in connection with the
manufacture, packaging, distribution, advertising or marketing of such
Catalog Program. In this regard, Uni shall have the right either to (i) to
manufacture and package its own copies of a Catalog Program, using the
videotape masters and other master materials furnished by Playboy, subject
to Playboy's approval of the manner and quality of duplication and
packaging, or (ii) utilize inventory copies of such Catalog Program
purchased from Playboy. For all Catalog Programs, Playboy shall furnish to
Uni the videotape masters and artwork necessary to duplicate finished
videocassettes. At the end of the Term for Catalog Programs, Uni shall
return all such materials to Playboy, at Playboy's expense.
(d) During the Term for New Release Programs, Playboy shall supply Uni,
free on board Uni's United States distribution facility, with duplicated and
packaged videocassettes suitable for bulk packaging and shipping of all New
Release Programs for so long as such program remains a New Release Program.
(e) Upon the termination of the Term for Catalog Programs, Uni will notify
Playboy of all existing inventory of videocassettes and videocassette
sleeves for the then-Catalog Programs, on a program by program basis.
Within ten (10) days of Playboy's receipt of Uni's notice, Playboy shall
notify Uni of the amount of such inventory, on a program by program basis,
that Playboy desires to purchase from Uni. Playboy's purchase price shall
be calculated based on the average unit cost for the corresponding program
or sleeve, as applicable, paid by Uni to Playboy to purchase Playboy's
inventory of the same program or sleeve, as appplicable, pursuant to
subparagraph 5(a) or 5(b) above. Playboy shall be obligated to purchase
from Uni a dollar amount of such inventory equal to the lesser of (i) the
total purchase price for all of the
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then-remaining Catalog Program and sleeve inventory, or (ii) the aggregate
of all sums paid by Uni to Playboy to purchase Playboy's inventory of
Catalog Programs and sleeves during the Term for Catalog Programs pursuant
to subparagraphs 5(a) and 5(b) above, except that for each program for which
Uni manufactures copies or sleeves in addition to purchasing Playboy's
inventory pursuant to subparagraph 5(a) or 5(b) above, Playboy's repurchase
obligation for the manufactured copies and sleeves shall be limited to such
number of copies and sleeves that Playboy has reasonably advised Uni to
manufacture. Uni shall destroy all Catalog Program inventory and sleeves
not purchased by Playboy and deliver to Playboy a certificate of destruction
for such inventory. Playboy's inventory repurchase obligation pursuant to
this subparagraph 5(e), but no other obligation under the Agreement, as
amended by this Amendment, is guaranteed by Playboy's parent corporation,
Playboy Enterprises, Inc., as evidenced by the execution of this Amendment
on behalf of Playboy Enterprises, Inc. on the signature page of this
Amendment.
6. Playboy's Share of Gross Revenues.
----------------------------------
(a) Uni shall report to Playboy on a monthly basis all gross revenues from
the New Release Programs for the previous month, and pay to Playboy all
amounts remaining after first deducting from such gross revenues the
Distribution Fee, Market Development Funds and other deductions previously
approved by Playboy in writing for the applicable units, in accordance with
Section 19 of the Agreement.
(b) Uni shall report to Playboy on a monthly basis all gross revenues from
the Catalog Programs for the previous month, and pay to Playboy all amounts
remaining after first deducting from such gross revenues the following for
the applicable units:
(i) Actual returns, in accordance with Section 19 of the Agreement.
(ii) A five percent (5%) reserve against returns, which reserve shall be
liquidated and reconciled to actual returns on a monthly basis, in
accordance with Section 19 of the Agreement.
(iii) Program and volume discounts approved by Playboy, in accordance
with the Agreement.
(iv) The cost to Uni of each unit of the Catalog Programs sold,
calculated at the unit cost for the purchase of a unit of the applicable
program from Playboy, in accordance with subparagraph 5(a) or 5(b)
above.
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(v) The actual out-of-pocket costs paid by Uni to market the Catalog
Programs for such month, such costs to be subject to Playboy's prior
written approval.
(vi) Uni's Distribution Fee.
(vii) With respect to each of the first and second contract years of the
Term for Catalog Programs, the then-unrecouped amount of the "Advance" for
the then-current contract year of the Term for Catalog Programs (but no
other contract year of the Term) paid to Playboy pursuant to Paragraph 7
below, and with respect only to the third contract year of the Term for
Catalog Programs, the then-unrecouped amount of the total "Advances" for
all contract years of the Term for Catalog Programs paid to Playboy
pursuant to Paragraph 7 below. In this regard, if by the end of the
unextended Term for Catalog Programs, Uni has not recouped the total
amount of the "Advances" for all contract years of the Term for Catalog
Programs paid to Playboy pursuant to Paragraph 7 below, then at Playboy's
election, either (A) the Term for Catalog Programs only, but not for New
Release Programs, shall be extended for three (3) months; or (B) Playboy
shall refund to Uni the then-unrecouped amount of such total "Advances"
paid to Playboy, as of the end of the unextended Term for Catalog
Programs. Playboy shall make its election within ten (10) days following
Uni's report to Playboy that Uni will be unrecouped at the end of the
unextended Term for Catalog Programs.
7. Catalog Program Advances. Uni shall pay to Playboy the following
non-returnable, but recoupable advances (the "Advances") against Playboy's share
of gross revenues for the Catalog Programs for a particular contract year of
the Term for Catalog Programs, as follows:
(a) For the first contract year of the Term for Catalog Programs, commencing
March 26, 1995, the sum of One Million Five Hundred Thousand Dollars
($1,500,000), payable on or before May 1, 1995 (the "First Year Advance").
(b) For the second contract year of the Term for Catalog Programs, commencing
March 26, 1996, the sum of One Million Five Hundred Thousand Dollars
($1,500,000), not reduced by any unrecouped portion of the First Year
Advance, payable on or before March 26, 1996 (the "Second Year Advance").
(c) For the third contract year of the Term for Catalog Programs, commencing
March 26, 1997, the sum of One Million Five Hundred Thousand Dollars
($1,500,000), reduced by the total unrecouped amount of the First Year
Advance and the Second Year Advance as of March 25, 1997, to a maximum 100%
reduction (the "Third Year Advance"). The Third Year Advance shall be payable
on or before April 30, 1997.
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No sums payable to Playboy in connection with the New Release Programs may be
used to reduce the amount of gross revenues payable to Playboy in connection
with the Catalog Programs. Similarly, no portion of any Advance may be used to
reduce the amount of gross revenues payable to Playboy in connection with the
New Release Programs or may be applied towards any payment for Playboy's
inventory.
8. Formats. Commencing March 26, 1995, Section 10 of the Agreement, regarding
formats, no longer shall apply, and instead the only authorized formats under
the Agreement shall be as follows:
(a) One-half inch (1/2") VHS videocassettes.
(b) Linear, non-interactive, digital videodiscs, including DVD (but
excluding CD-I, CD-ROM, SEGA-CD, 3DO, all analog laserdiscs and all
interactive formats that allow the consumer more interactivity than
selecting stop/start/fast forward/reverse/freeze frame/slow motion and the
like). However, prior to distribution of any New Release Program or Catalog
Program in the Toshiba DVD format, Uni and Playboy mutually shall determine
an objective standard, in terms of hardware and/or software sales or other
objective measurable criteria, to determine when the DVD format has become
a commercially viable consumer format in the industry. If during the Term
for New Release Programs or Catalog Programs the Sony DVD format reaches
such objective standard of commercial viability and Uni does not commence
to release all programs that are released in the Toshiba DVD format also in
the Sony DVD format, all of Uni's rights under the Agreement, as amended
by this Amendment, to distribute New Release Programs and Catalog Programs
in the Sony DVD format shall revert back to Playboy. Following such
reversion, Playboy shall have the unrestricted right to license to one or
more third parties the right to distribute all of such programs in the Sony
DVD format.
(c) Only following the expiration of Playboy's analog laserdisc
distribution agreement with Image Entertainment, Inc., including any
extensions or renewals thereof (the "Image Agreement"), twelve inch (12")
analog, non-interactive laserdiscs ("Analog Laserdiscs"), on the condition
that within ten (10) days of Playboy's notice to Uni of the expiration of
the Image Agreement, Uni elects in writing for a period of one (1) year,
with successive one (1) year renewal periods (or portions of a year for the
last year) by mutual agreement until the end of the Term for Catalog
Programs, to include such Analog Laserdiscs as a format under the
Agreement. If Uni makes such election, then Uni shall distribute all New
Release Programs and all Catalog Programs in the Analog Laserdisc format,
and during each one (1) year period and renewal period Uni shall pay to
Playboy a nonreturnable but recoupable advance of Fifteen Thousand Dollars
($15,000) for each program
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that is then or subsequently is released as a New Release Program. Each
advance shall be recoupable against a royalty on all unit sales of Analog
Laserdiscs of all New Release Programs and all Catalog Programs equal to
forty percent (40%) of the actual wholesale sales price of each such copy
sold, cross-collateralized among all sales during the applicable year (or
portion thereof) of Analog Laserdisc copies of all programs, but not
against any other revenue or payment or sales in any other year. All other
provisions regarding the Analog Laserdiscs shall be negotiated in good
faith.
9. Sales and Marketing Spending; Exclusive Window Deals. Section 8 of the
Agreement, regarding sales and marketing spending, and Section 12 of the
Agreement, regarding exclusive window arrangements, shall apply only to the New
Release Programs.
10. Provisions Applicable to New Release Programs and Catalog Programs. The
following Sections of the Agreement shall apply to both the New Release Programs
and the Catalog Programs:
(a) Section 7, regarding release schedule.
(b) Section 9, regarding pricing. In this regard, Uni shall sell all
programs at Playboy's suggested retail and wholesale price points, but
Playboy and Uni periodically shall agree to reduce the prices of selected
Catalog Programs in order to reduce the inventory of such Catalog Programs,
the particular titles and price reductions to be subject to mutual approval.
Similarly, after Playboy fully has exploited the sale of the "EDEN"
programs for rental distribution through Blockbuster Video, Playboy and Uni
shall agree to reduce the price of such "EDEN" programs to a mutually
approved sell-through price.
(c) Section 11, regarding direct response marketing.
(d) Section 13, regarding sponsorships and premium arrangements.
(e) Section 14, regarding newsstand accounts.
(f) Section 15, regarding marketing and sales planning and execution.
(g) Section 16, regarding physical distribution, provided that Playboy will
provide Uni with certain materials for New Release Programs only until such
programs become Catalog Programs, in accordance with subparagraph 5(d)
above.
(h) Section 17, regarding credit and collection.
(i) Section 18, regarding sales shipments reporting.
(j) Section 20, regarding the non-compete understanding, and in the event of
a cancellation thereunder, all distribution
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rights and materials associated with the New Release Programs and/or the
Catalog Programs shall fully revert to Playboy, and there shall be no sell-
off period as provided in Paragraph 1 above. Furthermore, upon such a
cancellation, (i) the provisions of subparagraph 5(a) above, regarding
Playboy's inventory repurchase obligation, shall apply, (ii) Uni shall have
no further right to recoup any of the Advances paid to Playboy, and (iii)
Uni shall have no further obligation to pay to Playboy any Advances for any
year of the Term for Catalog Programs commencing after the date of
cancellation.
(k) Section 21, regarding arbitration.
(l) Section 22, regarding trademark protection, including the Exhibit A to
the Agreement.
(m) Section 23, regarding assignment.
(n) Section 24, regarding a binding agreement and other miscellaneous
matters.
11. Inconsistencies. In the event of any inconsistencies between the provisions
of this Amendment and the Agreement, the provisions of this Amendment shall
control.
12. Precondition to Effectiveness. At Playboy's sole election, this Amendment
shall have no force or effect, and the Agreement shall terminate on June 19,
1995, pursuant to Playboy's termination notice dated December 19, 1994, unless
Uni (or a Uni affiliate) and Playboy enter into and execute a written agreement
regarding Playboy's right to "put" to Uni (or a Uni affiliate) up to three (3)
feature motion pictures for distribution by Uni (or a Uni affiliate) in the
United States, Canada and Mexico, for a non-refundable, but recoupable cash
advance of Four Hundred Fifty Thousand Dollars ($450,000) for a Playboy-branded
feature, or Three Hundred Fifty Thousand Dollars ($350,000) for a
non-Playboy-branded feature, against all gross revenues for the feature, less a
distribution fee of 17.5% and reasonable distribution costs. If the parties are
unable to conclude and execute such an agreement, then if Playboy elects in its
sole discretion, by giving Uni written notice of such election on or before
April 28, 1995, this Amendment shall be deemed null and void, and Playboy shall
be free to enter into distribution agreements for the New Release Programs
and/or the Catalog Programs with one or more third parties for the period
commencing June 20, 1995, without any obligation to Uni in connection therewith.
Except as set forth in this Amendment, the Agreement is not otherwise modified
in any respect, and the Agreement, as
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supplemented and amended by this Amendment, is ratified and confirmed.
If this Amendment accurately reflects the agreement between Uni and Playboy,
please so indicate by signing this Amendment in the appropriate space provided
below.
Very truly yours,
PLAYBOY ENTERTAINMENT GROUP, INC.
By: Myron DuBow SR. V.P. Bus. Affairs
_______________________________
By its signature below, Playboy Enterprises, Inc. hereby agrees to be
secondarily liable as a guarantor for the performance by Playboy Entertainment
Group, Inc. ("PEGI") of PEGI's inventory repurchase obligation referenced in
subparagraph 5(e) of this Amendment, subject to all of PEGI's rights and
defenses, but for no other obligation of PEGI in this Amendment or otherwise.
PLAYBOY ENTERPRISES, INC.
By: Anthony J. Lynn Executive V.P.
_______________________________
ACCEPTED AND AGREED TO:
UNI DISTRIBUTION CORP.
By: Michael Ostroff
______________________________________
Name: Michael Ostroff
______________________________________
Title: Sr. VP Business & Legal Affairs
______________________________________
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EXHIBIT A Page 1
PLAYBOY HOME VIDEO
CATALOG INVENTORY STATUS REPORT - Active Titles as of: 3/26/95
<TABLE>
<CAPTION>
FINISHED GOODS SLEEVES
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TITLE Catalog # CoG/unit Uni/Buy TTL Cost/Uni Cost/slv Uni/Buy TTL Cost/Uni
----- --------- -------- ------- ------------ -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
1989 Video Calendar PBV0150 $1.80 1,343 $2,417.40 $0.13 200 $26.00
Sexy Lingerie PBV0156 $2.25 1,363 $3,672.00 $0.43 4,415 $1,898.45
Wet & Wild PBV0277 $1.93 1,710 $3,300.30 $0.13 7,000 $910.00
VC: Dutch Twins PBV0309 $3.61 1,837 $6,631.57 $0.13 3,873 $503.49
Playmates of Year: 80s PBV0310 $1.93 1,443 $2,784.99 $0.13 4,510 $586.30
1990 Video Calendar PBV0312 $2.15 1,608 $3,457.20 $0.13 4,000 $520.00
Secrets of EuroMassage PBV0342 $1.99 1,963 $3,906.37 $0.23 7,304 $1,679.92
Sexy Lingerie II PBV0343 $1.76 2,097 $3,690.72 $0.13 5,000 $650.00
VC: D. Driggs/K. Foster PBV0361 $2.26 1,223 $2,763.98 $0.13 3,465 $450.45
Playmates at Play PBV0362 $2.22 1,504 $3,338.88 $0.13 990 $128.70
PMOY 90: Rene Tenison PBV0389 $2.03 1,519 $3,083.57 $0.13 4,000 $520.00
Wet & Wild II PBV0390 $1.83 1,166 $2,133.78 $0.13 7,474 $971.62
VC: Kerri Kendall PBV0392 $2.18 1,304 $2,842.72 $0.42 3,800 $1,596.00
VC: Tawnni Cable PBV0424 $1.95 1,324 $2,581.80 $0.13 3,908 $508.04
Fantasies II PBV0457 $1.89 2,198 $4,154.22 $0.13 8,418 $1,094.34
Secrets of Making Love PBV0477 $1.89 1,641 $3,101.49 $0.13 11,087 $1,441.31
1991 Video Calendar PBV0520 $2.03 1,791 $3,635.73 $0.13 11,000 $1,430.00
VC: Julie Clarke PBV0591 $3.40 2,089 $7,102.60 $0.13 3,000 $390.00
Girls of Spring Break PBV0592 $2.03 2,094 $4,250.82 $0.13 6,621 $860.73
PMOY 91: Lisa Matthews PBV0601 $1.91 1,374 $2,624.34 $0.26 3,548 $922.48
Sexy Lingerie III PBV0602 $1.80 5,108 $9,194.40 $0.13 964 $125.32
VC: Morgan Fox PBV0624 $2.75 1,465 $4,028.75 $0.13 4,828 $627.64
Wet & Wild III PBV0625 $2.23 1,375 $3,066.25 $0.52 9,056 $4,709.12
PMs: Early Years PBV0701 $3.09 3,635 $11,232.15 $0.20 4,000 $800.00
1992 Video Calendar PBV0702 $1.80 1,654 $2,977.20 $0.13 2,137 $277.81
Oriental Massage PBV0703 $1.93 1,876 $3,620.68 $0.13 12,714 $1,652.82
VC: Pamela Anderson PBV0704 $1.82 1,278 $2,325.96 $0.13 2,025 $263.25
Sexy Lingerie IV PBV0705 $1.93 2,707 $5,224.51 $0.13 6,707 $871.91
Inside Out #1 (Un-Rated) PBV0706 $2.65 1,798 $4,764.70 $0.30 5,000 $1,500.00
PMOY 92; Corinna Harney PBV0707 $2.66 2,059 $5,476.94 $0.13 4,500 $585.00
1992 Playmate Review PBV0708 $1.93 1,697 $3,275.21 $0.13 4,567 $593.71
Ultimate Sensual Msg PBV0709 $1.93 5,891 $11,369.63 $0.13 3,635 $472.55
Inside Out #2 (Un-Rated) PBV0710 $2.62 1,765 $4,624.30 $0.13 0 $0.00
101 Ways to Excite Your Lover PBV0711 $2.05 1,981 $4,061.05 $0.29 10,813 $3,135.77
Erotic Fantasies PBV0712 $1.89 5,893 $11,137.77 $0.13 10,584 $1,375.92
Video Playmate 6Pk PBV0713 $2.20 2,103 $4,626.60 $0.40 5,000 $2,000.00
Wet & Wild IV PBV0714 $2.12 6,595 $13,981.40 $0.36 6,000 $2,160.00
Intimate Workout PBV0715 $1.93 1,747 $3,371.71 $0.13 3,101 $403.13
Inside Out #3 (R-Rated) PBV0716 $2.92 1,896 $5,536.32 $0.44 2,000 $880.00
Playmates in Paradise PBV0717 $2.24 1,482 $3,319.68 $0.34 7,069 $2,403.46
Playmate Bloopers PBV0718 $1.49 4,000 $5,960.00 $0.13 0 $0.00
VC: Tiffany Sloan PBV0719 $2.70 3,256 $8,791.20 $0.30 2,000 $600.00
1993 Video Calendar PBV0720 $2.18 2,079 $4,532.22 $0.38 5,340 $2,029.20
Inside Out #2 (R-Rated) PBV0721 $2.62 1,275 $3,340.50 $0.13 5,000 $650.00
Inside Out #4 (Un-Rated) PBV0725 $2.80 2,168 $6,070.40 $0.26 0 $0.00
Inside Out #4 (R-Rated) PBV0726 $2.80 1,323 $3,704.40 $0.26 0 $0.00
Sexy Lingerie V PBV0727 $2.46 12,001 $29,522.46 $0.13 4,756 $618.28
Erotic Fantasies II PBV0728 $1.93 8,759 $16,904.87 $0.13 15,246 $1,981.98
VCC: Jessica Hahn PBV0729 $1.93 3,285 $6,340.05 $0.13 7,832 $1,018.16
International Playmates PBV0730 $2.21 1,559 $3,445.39 $0.29 8,000 $2,320.00
Eden PBV0731 $3.53 5,143 $18,154.79 $0.26 0 $0.00
</TABLE>
EXHIBIT A
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<TABLE>
<CAPTION>
FINISHED GOODS SLEEVES
<S> <C> <C> <C> <C> <C> <C> <C>
TITLE Catalog # CoG/unit Uni/Buy TTL Cost/Uni Cost/slv Uni/Buy TTL Cost/Uni
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Hefner: Once Upon a Time PBV 0733 $3.60 2,198 $7,912.80 $0.13 0 $0.00
PMOY 93: Anna Nicole Smith PBV 0734 $1.93 16,526 $31,895.18 $0.13 3,610 $469.30
Erotic Fantasies III PBV 0735 $1.93 8,946 $17,265.78 $0.13 17,490 $2,273.70
1993 PM Review PBV 0736 $1.93 1,555 $3,001.15 $0.13 12,407 $1,612.91
Girls of Cabaret Royale PBV 0737 $2.35 2,322 $5,456.70 $0.45 800 $360.00
Eden 2 PBV 0738 $2.75 4,009 $11,024.75 $0.26 0 $ 0.00
VCC: Dian Parkinson PBV 0739 $2.07 6,500 $13,455.00 $0.17 0 $ 0.00
Wet & Wild V PBV 0740 $2.01 5,392 $10,837.92 $0.26 7,000 $1,820.00
Erotic Weekend Getaways PBV 0741 $2.15 1,769 $3,803.35 $0.38 3,198 $1,215.24
Eden 3 PBV 0742 $2.98 2,152 $6,412.96 $0.45 0 $0.00
1994 Video Playmate
Calendar PBV 0744 $1.93 3,926 $7,577.18 $0.13 22,000 $2,860.00
Secret Confessions PBV 0745 $1.92 8,372 $16,074.24 $0.17 10,000 $1,700.00
How To Reawaken Your Sexual
Powers PBV 0746 $2.12 2,307 $4,890.84 $0.36 1,076 $387.36
Eden 4 PBV 0747 $2.96 1,743 $5,159.28 $0.43 0 $0.00
40th Anniv. PM: A.M.
Goddard PBV 0748 $2.03 3,300 $6,699.00 $0.13 5,207 $676.91
Night Dreams PBV 0749 $2.08 8,000 $16,640.00 $0.18 8,578 $1,544.04
College Girls PBV 0750 $2.08 5,463 $11,363.04 $0.18 14,567 $2,622.06
Secrets GIFT BASKET PBV 0901 $7.20 207 $1,490.40 n/a n/a n/a
Oriental Massage KIT PBV 0902 $16.68 376 $6,271.68 n/a n/a n/a
Sexy Lingerie 3-Pk PBV 0904 $10.95 640 $7,008.00 n/a n/a n/a
Wet & Wild 3-Pk PBV 0905 $9.68 778 $7,531.04 n/a n/a n/a
Video Calendar 3-Pk PBV 0906 $9.95 565 $5,621.75 n/a n/a n/a
February '95 Multi-Pack PBV 0926 1,592 $0.00 n/a n/a n/a
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Carnival in Rio ADHV5002 $3.60 1,064 $3,830.40 0 $0.00
Birds in Paradise ADHV5004 $3.52 1,492 $5,251.84 0 $0.00
Dr. Yes: Hyannis Affair ADHV5005 $3.60 921 $3,315.60 0 $0.00
A Matter of Cunning ADHV5007 $3.53 1,947 $6,872.91 0 $0.00
Private Moments ADHV5009 $2.61 737 $1,923.57 0 $0.00
Candy the Stripper ADHV5010 $2.41 911 $2,195.51 0 $0.00
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Wet & Wild
(Spanish Subtitled) PBV 6001 $1.80 277 $498.60 0 $0.00
PMOY: 80's
(Spanish Subtitled) PBV 6002 $1.93 388 $748.84 0 $0.00
Eden 2 (Spanish Subtitled) PBV 6004 $2.75 290 $797.50 0 $0.00
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TOTAL CATALOG ACTIVE: 228,378 $528,282.78 362,420 $68,684.38
</TABLE>
<PAGE>
PLAYBOY HOME VIDEO
NEW RELEASE INVENTORY STATUS REPORT - Active Titles
as of: 3/26/95
<TABLE>
<CAPTION>
NEW RELEASES INVENTORY STATUS - Active Titles
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SLEEVES
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TITLE Catalog # Cost/slv Uni/Buy TTL Cost/Uni
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<S> <C> <C> <C> <C>
Eden 5 PBV 0751 $0.26 0 $0.00
Secrets of Making Love..Vol. 2 PBV 0752 $0.13 3,194 $415.22
PMOY 94: Jenny McCarthy PBV 0753 $0.13 13,401 $1,742.13
Private Diaries... PBV 0754 $0.18 17,186 $3,093.48
Eden 6 PBV 0755 $0.26 0 $0.00
VCC: LaToya Jackson PBV 0756 $0.13 4,000 $520.00
Wet & Wild The Locker Room (VI) PBV 0757 $0.20 14,806 $2,961.20
Sensual Fantasy For Lovers PBV 0758 $0.21 5,541 $1,163.61
Inside Out #1 (R-Rated) PBV 0759 $0.22 0 $0.00
Eden #1 (R-Rated) PBV 0760 $0.26 0 $0.00
Eden #2 (R-Rated) PBV 0761 $0.26 0 $0.00
Love, Sex & Intimacy PBV 0762 $0.23 11,996 $2,759.08
Eden #3 (R-Rated) PBV 0763 $0.45 0 $0.00
Eden #4 (R-Rated) PBV 0764 $0.43 0 $0.00
Eden #5 (R-Rated) PBV 0765 $0.26 0 $0.00
Eden #6 (R-Rated) PBV 0766 $0.26 0 $0.00
1995 Video Playmate Calendar PBV 0767 $0.14 16,964 $2,374.96
Girls of Holders PBV 0768 $0.14 11,403 $1,596.42
Sexy Lingerie VI: Dreams & Desire PBV 0769 $0.13 9,398 $1,221.74
Fabulous Forties PBV 0770 $0.14 15,000 $2,100.00
Girls of Hawaiian Tropic... PBV 0771 $0.14 0 $0.00
Women of Color PBV 0772 $0.14 6,000 $840.00
PMOY 95: Julie Lynn Cialini PBV 0773 $0.14 0 $0.00
VCC: Patti Davis PBV 0774 $0.14 0 $0.00
Bix "Ain't None of Them..." PBV 0779 $1.50 3,000 $4,500.00
Erotic Fantasies IV: Forbidden Liaisons PBV 0780 $0.14 0 $0.00
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TOTAL NEW RELEASE ACTIVE: 131,889 $25,287.84
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EXHIBIT B