0000950148-03-001085 Sample Contracts

AMENDMENT NO. 1 TO SERIES B PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • April 30th, 2003 • Penthouse International Inc • Periodicals: publishing or publishing & printing • California

This Amendment No. 1 to Series B Preferred Stock Purchase Agreement (this “Amendment”) is made and entered into as of December 7, 2002, by and between Penthouse International, Inc., a Florida corporation formerly known as American Pulp Exchange, Inc. (the “Corporation”), and Morgan Berkeley Partners, LLC, a Nevada limited liability company (the “Investor”). Capitalized terms used in this Amendment shall, unless otherwise expressly provided herein, have the same meanings given to such terms in the Series B Preferred Stock Purchase Agreement dated as of November 8, 2002, by and between the Corporation and the Investor (the “Series B Agreement”).

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AMENDMENT NO. 1 TO STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • April 30th, 2003 • Penthouse International Inc • Periodicals: publishing or publishing & printing • New York

This Amendment No. 1 to Stock Exchange Agreement (this “Amendment”) is made and entered into as of December 31, 2002, by and between Penthouse International, Inc., a Florida corporation formerly known as American Pulp Exchange, Inc. (the “Acquirer”), and General Media International, Inc., a New York corporation (the “GMI”). Capitalized terms used in this Amendment shall, unless otherwise expressly provided herein, have the same meanings given to such terms in the Stock Exchange Agreement dated as of November 4, 2002, by and between the Acquirer and GMI (the “Stock Exchange Agreement”).

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