exv10w21



 



EXHIBIT 10.21


AMENDMENT NO. 1

TO

SERIES B PREFERRED STOCK PURCHASE AGREEMENT



     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”).


R E C I T A L S



     A.     Section 7.8 of the Series B Agreement provides that the Series B
Agreement may be amended by the written consent of the Corporation and the
Investor.


     B.     Pursuant to Section 7.8 of the Series B Agreement, the Corporation and
the Investor now mutually desire to amend the Series B 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 First Paragraph. The first paragraph of the Series B
Agreement is hereby amended to read in its entirety as follows:



		
	 	     “This Series B Preferred Stock Purchase Agreement (this
“Agreement”) is made and entered into as of November 9,
2002, by and between American Pulp Exchange, Inc., a Florida
corporation (the “Corporation”), and Morgan Berkeley
Partners, LLC, a Nevada limited liability company (the
“Investor”).”



     2.     Amendment to Section 2. Section 2 of the Series B Agreement is hereby
amended to read in its entirety as follows:



		
	 	     “2. Closing. The purchase and sale of the Purchased Shares
will take place at the offices of Pachulski, Stang, Ziehl, Young
& Jones P.C., 10100 Santa Monica Boulevard, Suite 1100, Los
Angeles, California 90067, at 10:00 a.m. Pacific Time, on
January 31, 2003 or at such other time and place as the
Corporation and the Investor mutually agree upon (which time and
place are



 






 





		
	 	referred to in this Agreement as the
“Closing”). At the
Closing, the Corporation will deliver to the Investor a share
certificate representing the Purchased Shares that the Investor
has agreed to purchase against delivery to the Corporation by
such Investor of the full purchase price of such Purchased
Shares, in cash paid by wire transfer of funds to the
Corporation.”



     3.     Amendment to Section 3.2(c). Section 3.2(c) of the Series B Agreement
is hereby amended to read in its entirety as follows:



		
	 	     “(c) Options, Warrants, Reserved Shares. Except under
this Agreement, the Stock Purchase Agreement dated October
22, 2002 by and among the Corporation, Al Siegel, Monahan
Consulting, Inc. and Vector Partners, LLC (the “Siegel
Purchase Agreement”), the Common Stock Purchase Agreement
dated as of November 1, 2002 between the Corporation and PH
Capital Holdings, LLC (the “PH Purchase Agreement”), the
Common Stock Purchase Agreement dated as of November 1, 2002
between the Corporation and Vector Partners, LLC (the “VP
Purchase Agreement”), the Warrant Agreement dated as of even
date herewith between the Corporation and Vector Partners,
LLC (the “Warrant Agreement”), the Warrant Agreement dated
as of even date herewith between the Corporation and PH
Capital Holdings, LLC, the Option Agreement dated as of
November 8, 2002 between General Media International, Inc.
and Vector Partners, LLC (the “VP Option Agreement”), the
Option Agreement dated as of November 8, 2002 between the
General Media International, Inc. and PH Capital Holdings,
LLC (the “PH Option Agreement”), the Shareholders’ Agreement
dated as of even date herewith among General Media
International, Inc., Vector Partners, LLC and PH Capital
Holdings, LLC (the “Shareholders’ Agreement”), and the Stock
Exchange Agreement dated November 4, 2002 between the
Corporation and General Media International, Inc. (the
“Stock Exchange Agreement”), and the 3,000,000 shares of
Common Stock reserved for issuance under the Corporation’s
2002 Consultants Stock Incentive Plan, to the Corporation’s
knowledge (a) there is no outstanding option, warrant, right
(including conversion or preemptive rights) or agreement for
the purchase or acquisition from the Corporation of any
shares of its capital stock or any securities convertible
into or ultimately exchangeable or exercisable for any
shares of the Corporation’s capital stock and (b) no shares
of the Corporation’s outstanding capital stock are subject
to any preemptive rights, rights of first refusal or other
rights to purchase such stock.”



     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 Series B Agreement, the terms of this Amendment shall
govern. Except as expressly provided in this Amendment, all terms, conditions
and provisions of the Series B Agreement remain


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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 California.


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


THE CORPORATION:


PENTHOUSE INTERNATIONAL, INC.

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

a Florida corporation



	 	 	 	 	 
	By:	 	
/s/ R. Guccione
	 	 
	 	 	

	 	 
	 	 	
Robert C. Guccione, President	 	 



INVESTOR:


MORGAN BERKELEY PARTNERS, LLC,

a Nevada limited liability company



	 	 	 	 	 
	By:	 	
/s/ Jared Galanis
	 	 
	 	 	

	 	 
	 	 	
Jared Galanis, Managing Director	 	 



[SIGNATURE PAGE TO AMENDMENT NO. 1 TO

SERIES B PREFERRED STOCK PURCHASE AGREEMENT]