exv10w20



 



EXHIBIT 10.20


AMENDMENT NO. 1

TO

STOCK EXCHANGE AGREEMENT



     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”).


R E C I T A L S



     A.     Section 8.3 of the Stock Exchange Agreement provides that the Stock
Exchange Agreement may be amended by a written agreement executed by the Party
to be charged with the amendment.


     B.     The Acquirer and GMI now mutually desire to amend the Stock Exchange
Agreement as set forth below.


A G R E E M E N T



     NOW, THEREFORE, the parties hereby agree as follows:


     1.     Amendment to Recitals. Paragraph C of the recitals of the Stock
Exchange Agreement is hereby amended to read in its entirety as follows:



		
	 	     “C. Acquirer and GMI wish to enter into this Agreement to
provide for the purchase and sale of the GM Shares in exchange
for newly issued securities of Acquirer and certain other
consideration.”



     2.     Amendment to Section 1.2. Section 1.2 of the Stock Exchange Agreement
is hereby amended to read in its entirety as follows:



		
	 	     “Section 1.2. Exchange Consideration. The Parties
acknowledge that GMI intends to carry out the transactions
contemplated hereunder in consideration of, and in reliance
upon, all rights and benefits to be provided by Acquirer
pursuant to the transactions contemplated under this Agreement,
including (a) the issuance by Acquirer to GMI of 42,500,000
shares of Acquirer Common Stock, (b) the issuance by Acquirer to
GMI of 5,000 shares of Series A Preferred Stock, (c) the
assignment by VP to GMI of its rights



 






 



	 	under the Stock Purchase Agreement, (d) Acquirer’s obtaining of
MBP’s legal obligations to invest in Acquirer pursuant to the
Series B Purchase Agreement, (e) Acquirer’s obtaining of VP’s
legal obligations pursuant to the VP Option Agreement and the PH
Capital Option Agreement, respectively, and (f) Acquirer’s
entering into the Shareholders’ Agreement (such rights and
benefits, the “Exchange Consideration”).”



     3.     Amendment to Section 8.12. Section 8.12 of the Stock Exchange
Agreement shall be amended to delete the definitions of “Assumed Indebtedness,”
“Assumed Liabilities,” “Gans Indebtedness,” “Secura Indebtedness,” and “Target
Management Indebtedness.”


     4.     Effect of Amendment. This Amendment shall be effective and binding on
all parties hereto. To the extent that this Amendment is inconsistent with or
conflicts with the Stock Exchange Agreement, the terms of this Amendment shall
govern. Except as expressly provided in this Amendment, all terms, conditions
and provisions of the Stock Exchange Agreement remain unchanged and in full
force and effect.


     5.     Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered will be deemed an
original, and all of which together shall constitute one and the same
agreement.


     6.     Governing Law. This Amendment shall be construed and enforced in
accordance with the laws of the State of New York.


[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]



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     IN WITNESS WHEREOF, the undersigned have executed and entered into this
Amendment as of the date first written above.


PENTHOUSE INTERNATIONAL, INC.

(f/k/a American Pulp Exchange, Inc.),

a Florida corporation



	 	 	 	 	 
	By:	 	
/s/ Charles Samel
	 	 
	 	 	

	 	 
	 	 	
Charles Samel, Executive Vice President	 	 



GENERAL MEDIA INTERNATIONAL, INC.,

a New York corporation



	 	 	 	 	 
	By:	 	
/s/ R. Guccione
	 	 
	 	 	

	 	 
	 	 	
Robert C. Guccione, Chairman and President	 	 
	
	 	 	 	 
	
	 	 	 	 
	
	 	 	 	 
	
	 	 	 	 
	
	 	 	 	 



[SIGNATURE PAGE TO AMENDMENT NO. 1 TO

STOCK EXCHANGE AGREEMENT]