0001398432-11-000281 Sample Contracts

INTERACTIVE NETWORK, INC. AND FRIENDFINDER NETWORKS INC.,
Indenture • March 17th, 2011 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York

Indenture, dated as of October 27, 2010, by and among Interactive Network, Inc., a Nevada corporation (“INI”), and FriendFinder Networks Inc., a Nevada corporation (“FFN”), as issuers (the “Issuers”) of the Securities (as such term is defined below), and each Subsidiary of FFN (other than INI) party hereto (as more fully defined below, collectively, the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 17th, 2011 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • Florida

This EMPLOYMENT AGREEMENT (“Agreement”) made as of the ____ day of March, 2011 between FRIENDFINDER NETWORKS INC., a Nevada corporation (the “Company”) having an office at 6800 Broken Sound Parkway, Suite 200, Boca Raton, Florida 33487 and MARC H. BELL (the “Executive”).

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FRIENDFINDER NETWORKS INC. SUITE 200 BOCA RATON FL 33487
Employment Agreement • March 17th, 2011 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.

On behalf of Friendfinder Networks Inc. and its subsidiaries (the “Company”), I am pleased to restate to you the conditions of your employment in the position of Chief Financial Officer, reporting directly to Marc Bell and Daniel C. Staton. This letter agreement supercedes the letter agreements dated September 6, 2007 and July 8, 2008, which are of no further force. This position is based in the Company’s Boca Raton, Florida offices (currently located at 6800 Broken Sound Parkway, Suite 100, Boca Raton, Florida 33487).

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October 27, 2010
Amendment to Letter Agreement • March 17th, 2011 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York

This letter (the “Amendment”) amends the letter agreement dated October 8, 2009, as amended as of February 2, 2010, among the parties hereto (the “Agreement”) in connection with the issuance on the date hereof by Interactive Network, Inc. (INI”) and FriendFinder Networks Inc. (“FFN”) of 14% Senior Secured Notes due 2013, Cash Pay Secured Notes due 2013 and Non-Cash Pay Secured Notes due 2014.

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INTERCREDITOR AND SUBORDINATION AGREEMENT
Intercreditor and Subordination Agreement • March 17th, 2011 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York
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AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • March 17th, 2011 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York

This Amended and Restated Management Agreement (“Agreement”) effective as of the 1st day of November, 2010 (the “Effective Date”), between FRIENDFINDER NETWORKS INC. (f/k/a Penthouse Media Group Inc.) (the “Company”) having an office at 6800 Broken Sound Parkway, Boca Raton, Florida 33487 and BELL & STATON, INC., a Florida corporation, formerly Bell & Staton, LLC (the “Manager”), having an office at 6800 Broken Sound Parkway, Boca Raton, Florida 33487.

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SECURITY AND PLEDGE AGREEMENT
Security and Pledge Agreement • March 17th, 2011 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York

THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”), is made as of October 27, 2010 by and among Interactive Network, Inc., a Nevada corporation, (“INI”), FriendFinder Networks Inc., a Nevada corporation (“FFN,” and together with INI, the “Issuers”), and each Subsidiary of FFN (other than INI) listed on the signature pages hereto (the “Guarantors” and together with the Issuers, the “Grantors”) and U.S. Bank National Association, a national banking association, as collateral agent (in such capacity, the “Collateral Agent”) for the Holders of the Securities pursuant to that certain Indenture (as amended and in effect from time to time, the “Indenture”) dated as of the date hereof, by and among the Issuers, the Guarantors party thereto and U.S. Bank National Association, as trustee (in such capacity, together with its successors in such capacity, the “Trustee”), pursuant to which the Issuers have issued, or will issue as of the date hereof, their 14% Senior Secured Notes due 2013 in the

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FOURTH AMENDMENT TO LEASE
Lease • March 17th, 2011 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc.

THIS FOURTH AMENDMENT TO LEASE (the "Fourth Amendment") is effective as of the 1st day of November, 2010 (the "Effective Date") by and among 6800 BROKEN SOUND LLC, a Florida limited liability company (the "Landlord") and FRIENDFINDER NETWORKS INC. (formerly known as Penthouse Media Group Inc.), a Nevada corporation (the "Tenant").

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EXHIBIT A [FORM OF FACE OF SECURITY] [Applicable Restricted Securities Legend] [Depository Legend, if applicable] [Intercreditor Agreement Legend] [Second Lien Intercreditor Agreement Legend]
Cash Pay Secured Note • March 17th, 2011 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • Florida

Interactive Network, Inc., a Nevada corporation, and FriendFinder Networks Inc., a Nevada corporation, promise to pay to [_____] or its registered assigns, the principal sum of [ ] Dollars on September 30, 2013.

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October 27, 2010
Consent and Exchange Fee Agreement • March 17th, 2011 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York

Reference is made to the holding by Andrew B. Conru Trust Agreement, Andrew B. Conru, Trustee (the “Trust”) of certain Second Lien Notes issued by Interactive Networks Inc. (“INI”), in December 2007 (the “Old Second Lien Notes”).

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SUBSCRIPTION AGREEMENT NON-CASH PAY SECURED NOTES DUE 2014 (MAPSTEAD/CONRU)
Subscription Agreement • March 17th, 2011 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York

This SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of October 27, 2010, by and among Interactive Network, Inc., a Nevada corporation (“INI”), FriendFinder Networks Inc., a Nevada corporation (“FFN,” and together with INI, the “Issuers”) and the investors listed on the signature page hereto (the “Investors”). The Issuers and the Investors may be referred to herein individually as a “Party” and collectively as the “Parties.”

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EXHIBIT B [FORM OF FACE OF EXCHANGE SECURITY] [Depository Legend, if applicable] [Intercreditor Agreement Legend] [Second Lien Intercreditor Agreement Legend]
Cash Pay Secured Note • March 17th, 2011 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • Florida

Interactive Network, Inc., a Nevada corporation, and FriendFinder Networks Inc., a Nevada corporation, promise to pay to [______] or its registered assigns, the principal sum of [ ] Dollars on September 30, 2013.

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EXHIBIT B [FORM OF FACE OF EXCHANGE SECURITY] [Depository Legend, if applicable] [Conru/Mapstead Definitive Security, if applicable]
Senior Secured Note • March 17th, 2011 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • Florida

Interactive Network, Inc., a Nevada corporation, and FriendFinder Networks Inc., a Nevada corporation, promise to pay to [______] or its registered assigns, the principal sum of [ ] Dollars on September 30, 2013.

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SECOND LIEN INTERCREDITOR AGREEMENT
Second Lien Intercreditor Agreement • March 17th, 2011 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

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SECOND LIEN CASH PAY SECURITY AND PLEDGE AGREEMENT
Second Lien Cash Pay Security and Pledge Agreement • March 17th, 2011 • FriendFinder Networks Inc. • Services-computer programming, data processing, etc. • New York

THIS SECOND LIEN CASH PAY SECURITY AND PLEDGE AGREEMENT (this “Agreement”), is made as of October 27, 2010 by and among Interactive Network, Inc., a Nevada corporation, (“INI”), FriendFinder Networks Inc., a Nevada corporation (“FFN,” and together with INI, the “Issuers”), and each Subsidiary of FFN (other than INI) listed on the signature pages hereto (the “Guarantors” and together with the Issuers, the “Grantors”) and U.S. Bank National Association, a national banking association, as collateral agent (the “Collateral Agent”) for the benefit of Holders of the Securities pursuant to that certain Indenture (as amended and in effect from time to time, the “Indenture” dated as of the date hereof, by and among the Issuers, the Guarantors party thereto and U.S. Bank National Association, as trustee (in such capacity, together with its successors in such capacity, the “Trustee”), pursuant to which the Issuers have issued, or will issue as of the date hereof, their Cash Pay Secured Notes due

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