<PAGE>   1
                                                                     Exhibit 4.8


                          SECOND SUPPLEMENTAL INDENTURE
                           DATED AS OF MARCH 29, 2001


                              WAIVER AND AMENDMENTS

                            TO THAT CERTAIN INDENTURE
                          DATED AS OF DECEMBER 21, 1993
                             RELATING TO $85,000,000
                                 SERIES A AND B
                          10-5/8% SENIOR SECURED NOTES
                                    DUE 2000
             AS AMENDED BY THAT CERTAIN FIRST SUPPLEMENTAL INDENTURE
                            DATED AS OF MAY 19, 1999

                                       AND

                              TO THE SERIES B NOTES


                               -------------------



                               GENERAL MEDIA, INC.


                              SUBSIDIARY GUARANTORS



                               -------------------


                              THE BANK OF NEW YORK

                                     TRUSTEE
<PAGE>   2
                          SECOND SUPPLEMENTAL INDENTURE

                           Dated as of March 29, 2001


                  SECOND SUPPLEMENTAL INDENTURE dated March 29, 2001 (this
"Supplemental Indenture") among GENERAL MEDIA, INC, a Delaware corporation (the
"Company"), each of the "SUBSIDIARY GUARANTORS" listed on the signature pages
hereto and THE BANK OF NEW YORK (successor-in-interest to IBJ Schroder Bank &
Trust Company), AS TRUSTEE (the "Trustee").

                  WHEREAS, the Company, the Subsidiary Guarantors and the
Trustee are parties to the Indenture dated as of December 21, 1993, as amended
by the First Supplemental Indenture dated as of May 19, 1999 (as amended, the
"Indenture"), pursuant to which $85,000,000 in aggregate principal amount of the
Company's Series B 10-5/8% Senior Secured Notes due 2000 (the "Old Notes") have
been issued and approximately $52,000,000 in aggregate principal amount of the
Old Notes are currently outstanding;

                  WHEREAS, the Company is currently in default with respect to
the payment of principal of the Old Notes, which matured on December 31, 2000;

                  WHEREAS, pursuant to the Offer to Exchange and Consent
Solicitation Statement (the "Offer to Exchange and Consent Solicitation
Statement") and the Consent and Letter of Transmittal (the "Consent and Letter
of Transmittal" and, together with the Offer to Exchange and Consent
Solicitation Statement, the "Offer"), each dated February 16, 2001, the Company
wishes to exchange (the "Exchange") its outstanding Old Notes tendered by the
holders thereof in connection with the Offer for Series C 15% Senior Secured
Notes due 2004 ("New Notes"), with such terms as are provided for in this
Supplemental Indenture, together with shares of its Class A Preferred Stock, par
value $.01 per share (the "Preferred Stock");

                  WHEREAS, this Supplemental Indenture will be effective only
with respect to the New Notes issued in connection with the Exchange and not
with respect to any Old Notes not tendered or accepted for exchange;

                  WHEREAS, Sections 6.07 and 9.02 of the Indenture and Section
11 of the Old Notes provide that the Company, the Subsidiary Guarantors and the
Trustee may waive, amend and supplement the provisions of the Indenture and the
Old Notes as provided for herein with the consent of the Holders of the Old
Notes so affected ("Noteholder Consent"), and the Company has obtained and filed
with the Trustee evidence of such Noteholder Consent to this Supplemental
Indenture on behalf of the holders exchanging their Old Notes for New Notes;


                                       1
<PAGE>   3
                  WHEREAS, the execution and delivery of this Supplemental
Indenture by the Company and each of the Subsidiary Guarantors have been duly
authorized by resolutions of their respective Boards of Directors, and all other
conditions and requirements necessary to authorize and permit the execution and
delivery of this Supplemental Indenture by all parties hereto have been
performed and fulfilled; and

                  WHEREAS, the Company and the Subsidiary Guarantors have
requested that the Trustee join them in the execution and delivery of this
Supplemental Indenture for the purpose of waiving the Company's breach with
respect to the payment of principal of Old Notes to be exchanged for New Notes
and amending certain provisions of the Indenture and the Old Notes as
hereinafter set forth, and the Trustee is willing to do so.

                  NOW, THEREFORE, in consideration of the premises hereof and
for other good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, the Company and the Subsidiary Guarantors covenant and
agree with the Trustee, for the equal and proportionate benefit of the
respective holders from time to time of the New Notes, as follows:

                                    ARTICLE I

                             AMENDMENTS TO INDENTURE

         Section 1.1 DEFINITIONS. Section 1.01 of the Indenture is amended by
the deletion of the current definitions of "Change of Control", "Notes" and
"Permitted Investments" and the addition of the following definitions:

         "Change of Control" means (i) the sale, lease or transfer of all or
         substantially all of the Company's assets to any Person or group (as
         such term is used in Section 13(d)(3) of the Exchange Act) (other than
         the Principals or their Related Parties (as defined below)), (ii) the
         liquidation or dissolution of the Company, (iii) the acquisition by any
         Person or group (as such term is used in Section 13(d)(3) of the
         Exchange Act) (other than the Principals and their Related Parties) of
         a direct or indirect majority in interest (more than 50%) of the voting
         power of the voting stock of the Company, GMHI or GMI by way of merger
         or consolidation or otherwise, (iv) the consummation of any transaction
         the result of which is that any Person or group (as defined above)
         owns, directly or indirectly, more of the voting power of the voting
         stock of the Company than the Principals and their Related Parties, (v)
         after the first sale of common equity by the Company, GMI or GMHI
         pursuant to a registration statement under the Securities Act that
         results in at least 25% of the then outstanding common equity of the
         Company, GMI or GMHI being held by the public, the Principals and their
         Related Parties own beneficially, directly or indirectly, less than 25%
         of the aggregate amount of voting stock, (vi) the resignation or
         termination of John Prebich and the failure of the Company to hire a
         replacement president and chief operating officer reasonably
         satisfactory to a majority of the Holders within 90 days or (vii)
         following the death of Robert C. Guccione, or other transfer of control
         of the


                                       2
<PAGE>   4
         Company by the Principals, the election of any new members to the Board
         of Directors other than by the then existing independent members of the
         Board of Directors."

                  "EBITDA" means, without duplication, for any period the
         consolidated net income (excluding any extraordinary gains or losses or
         interest income) of the Company and its consolidated Subsidiaries plus,
         to the extent deducted in calculating consolidated net income,
         depreciation, amortization, interest expense and federal, state and
         foreign income tax expense, in each case in accordance with generally
         accepted accounting principles consistently applied.

                  "Excess Cash Flow" means, without duplication, for any period,
         (i) the sum of EBITDA for such period plus extraordinary cash gains for
         such period less (ii) the sum of all debt service (other than mandatory
         prepayments calculated on the basis of Excess Cash Flow), Owner
         Payments, payments not to exceed $500,000 during the period in which
         the Series C Notes are outstanding to fund the repurchase of the
         Company's Common Stock issued pursuant to warrants exercised prior to
         the date hereof, fees and expenses to be paid to the Holders of Series
         C Notes and the Trustee and their respective counsel in connection with
         the Exchange, federal, state and foreign income taxes actually paid
         (including payments to affiliates for tax credits utilized to reduce or
         eliminate income taxes otherwise payable), extraordinary cash losses,
         and unfinanced capital expenditures not to exceed $500,000 in any
         calendar year, provided that any portion of such amount not used in any
         calendar year may be carried over to the next calendar year, in each
         case for the Company and its Subsidiaries for such period.

                  "Exchange" means the exchange of the Company's Series B Notes
         for Series C Notes and shares of Class A Preferred Stock.

                  "Notes" means, collectively, the Series A Notes, the Series B
         Notes and the Series C Notes.

                  "Permitted Investments" means (a) any Investments in the
         Company or in a Wholly Owned Subsidiary of the Company that is a
         Subsidiary Guarantor; (b) any Investments in Cash Equivalents; (c)
         Investments by the Company or any Subsidiary of the Company in a
         Person, if as a result of such Investment (i) such Person becomes a
         Wholly Owned Subsidiary of the Company and a Subsidiary Guarantor and
         the Capital Stock of such Subsidiary is pledged to secure the
         obligations under the Notes or (ii) such Person is merged, consolidated
         or amalgamated with or into, or transfers or conveys substantially all
         of its assets to, or is liquidated into, the Company or a Wholly Owned
         Subsidiary of the Company that is a Subsidiary Guarantor; and (d) other
         Investments made before March 29, 2001 in any Person that do not exceed
         $1,850,000 at any time outstanding.


                                       3
<PAGE>   5
                  "Series C Notes" means the Series C Notes to be issued
         pursuant to this Indenture (as amended by the Second Supplemental
         Indenture).

         Section 1.2 PAYMENT OF FEES AND EXPENSES. A new Section 4.21 is hereby
added to the Indenture to read as follows:

         "Section 4.21. Payment of Fees and Expenses. On the date of the
         execution of the Second Supplemental Indenture and the issuance of the
         Series C Notes, the Company shall: (i) pay to the Holders of Series C
         Notes an amount equal to 2% of the principal amount of Notes exchanged
         by such Holder for Series C Notes and (ii) pay the respective duly
         invoiced fees and expenses incurred by the Trustee and its counsel and
         one counsel selected by the Holders of a majority of the Notes
         exchanged for Series C Notes in connection with the exchange of Notes
         for Series C Notes."

         Section 1.3 NOTEHOLDER CONSENT REQUIRED. A new Section 4.22 is hereby
added to the Indenture to read as follows:

         "Section 4.22. Certain Activities Requiring Noteholder Consent. For so
         long as the Series C Notes remain outstanding, the Company and its
         Subsidiaries shall not, without, in each case, the prior written
         consent of Holders of a majority of the Series C Notes: (a) enter any
         lines of business which are not substantially similar or complementary
         to the businesses being conducted by the Company on the date hereof or
         (b) enter into any transaction or series of related transactions
         resulting in (i) a Change of Control or (ii) a sale, lease, conveyance
         or other disposition of (A) any trademarks containing the name
         "Penthouse", other than licenses granted in the ordinary course of
         business, or (B) the Company's and/or its Subsidiaries' assets for net
         proceeds in excess of $500,000."

         Section 1.4. PAYMENTS TO ROBERT C. GUCCIONE AND HIS AFFILIATES. A new
Section 4.23 is hereby added to the Indenture to read as follows:

         "Section 4.23. Payments to Robert C. Guccione and his Affiliates.
         Notwithstanding any other provision of this Indenture (including, but
         not limited to, Sections 4.10, 4.11 and 4.15 thereof) and the Notes,
         Robert C. Guccione and his Affiliates shall be entitled to receive in
         any calendar year aggregate payments (including the payment of
         compensation, dividends, personal expenses and perquisites, loans,
         contributions of capital to the Company's or GMHI's Subsidiaries for
         their benefit, or any other such transfer of property for their
         personal benefit) from the Company and its Subsidiaries in an amount up
         to but no greater than $4,500,000 ("Owner Payments"). Such payments may
         be made in the form of the payment of salary, dividends, expenses,
         loans, contributions to the capital of the Company's or GMHI's
         Subsidiaries and otherwise so as to minimize the adverse tax
         consequences to Robert C. Guccione and his Affiliates."

         Section 1.5. LEGENDS. Section 2.06(g) of the Indenture is hereby
deleted.


                                       4
<PAGE>   6
         Section 1.6 MANDATORY REDEMPTION. Section 3.08 of the Indenture is
hereby deleted and amended to read as follows:

         "The Company shall redeem at a price equal to 100% of the principal
         amount thereof plus accrued interest through the date of redemption the
         Series C Notes on a pro rata basis from the Holders thereof in a
         principal amount equal to: (i) $700,000 on June 29, 2001; (ii)
         $1,050,000 on September 29, 2001; (iii) $700,000 on December 29, 2001;
         (iv) $1,250,000 on March 29, 2002; (v) $1,300,000 on June 29, 2002;
         (vi) $1,950,000 on September 29, 2002; (vii) $1,300,000 on December 29,
         2002; (viii) $1,950,000 on March 29, 2003; (ix) $1,300,000 on June 29,
         2003; (x) $1,950,000 on September 29, 2003; and (xi) $1,300,000 on
         December 29, 2003. In addition to the foregoing mandatory redemptions,
         beginning with respect to the fiscal year ending on December 31, 2001,
         so long as any Series C Notes remain outstanding, the Company shall
         redeem, at a price equal to 100% of the principal amount thereof plus
         accrued interest through the date of redemption, 120 days after the end
         of each fiscal year an aggregate principal amount of Series C Notes
         (rounded to the nearest integral multiple of $10,000) on a pro rata
         basis from the Holders thereof equal to the lesser of (i) 50% of the
         Excess Cash Flow of the Company and its Subsidiaries for such fiscal
         year and (ii) an amount of Excess Cash Flow of the Company and its
         Subsidiaries for such fiscal year such that if such payment of such
         amount were made on the last day of such fiscal year, the Company and
         its Subsidiaries would have had Investments in Cash Equivalents of
         $2,500,000 remaining after such payment on such date. Such mandatory
         redemptions with respect to Excess Cash Flow will be applied to reduce
         the principal amount of outstanding Notes due at maturity."

         Section 1.7 OPTIONAL REDEMPTION. Section 3.07 of the Indenture is
hereby deleted and amended to read as follows:

         "SECTION 3.07. OPTIONAL REDEMPTION.

                  The Notes are subject to redemption at the option of the
         Company, in whole or in part (in integral multiples of $1,000,000), at
         any time upon not less than 30 nor more than 60 days' notice, at the
         stated principal amount without premium or penalty plus accrued and
         unpaid interest thereon to the applicable redemption date. Any partial
         redemptions will be applied to reduce the principal amount of
         outstanding Notes due at maturity."

         Section 1.8 OFFERS TO PURCHASE. The first two full paragraphs of
Section 3.09 are hereby deleted and amended to read as follows:


                                       5
<PAGE>   7
         "Section 3.09. Offers to Purchase Pursuant to Sections 4.08, 4.09 or
4.12.

                  In the event that, pursuant to Section 4.08, 4.09 or 4.12
         hereof, the Company shall be required to commence an offer to all
         Holders to purchase Notes (an "Offer"), it shall follow the procedures
         specified below.

                  The Offer shall remain open for a period of 20 Business Days
         following its commencement and no longer, except to the extent that a
         longer period is required by applicable law (the "Offer Period"). No
         later than five Business Days after the termination of the Offer Period
         (the "Purchase Date"), the Company shall purchase the principal amount
         of Notes required to be purchased pursuant to Section 4.08, 4.09 or
         4.12 hereof (the "Offer Amount") or, if less than the Offer Amount has
         been tendered, all Notes tendered in response to the Offer. Payment for
         any Notes so purchased shall be made in the same manner as interest
         payments are made."

         Section 1.9 ADDITIONAL OFFICERS' CERTIFICATE. A new Section 4.04(d) is
hereby added to the Indenture to read as follows:

                  "(d) The Company shall deliver to the Trustee, no later than
         90 days after the end of each fiscal year (beginning with respect to
         the fiscal year ending on December 31, 2001), an Officers' Certificate
         certifying (i) the Company's Excess Cash Flow for such fiscal year and
         the amount of Excess Cash Flow payable in respect of the Series C Notes
         for such fiscal year pursuant to the terms hereof with supporting
         calculations in reasonable detail, including the Company's Investments
         in Cash Equivalents as of the last day of such fiscal year; and (ii)
         Owner Payments (including a list of all Affiliates of Robert C.
         Guccione and the identity of each payee of each Owner Payment) made in
         such fiscal year, set forth in reasonable detail. The Trustee shall not
         be obligated to make any investigation of the subject matter of such
         Officers' Certificate and shall not be liable for any action it takes
         or omits to take in good faith in reliance on such Officers'
         Certificate. The Trustee shall forward a copy of such Officers'
         Certificate to each Holder within five (5) Business Days after the
         receipt thereof."

         Section 1.10 EVENTS OF DEFAULT. Clause (2) of Section 6.01 of the
Indenture is hereby deleted and amended to read as follows:

                  "(2) the Company defaults in the payment when due of the
         principal of or premium (if any) on the Notes, whether at maturity or
         upon acceleration, redemption (and the default with respect to
         redemption continues for 5 Business Days) or otherwise;"

         Section 1.11 NOTICES. The addresses for notices to the Company or any
Subsidiary Guarantor and the Trustee in Section 12.02 of the Indenture are
hereby deleted and amended to read as follows:


                                       6
<PAGE>   8
         "If to the Company or any Subsidiary Guarantor:

              11 Penn Plaza, 12th Floor
              New York, New York 10001
              Telecopier No.:  212-702-6262
              Attention:  President and Chief Operating Officer

         With a copy to:

              Rosenman & Colin LLP
              575 Madison Avenue
              New York, New York 10022-2585
              Telecopier No.: 212-940-8776
              Attention:  Robert L. Kohl, Esq.

         If to the Trustee:

              The Bank of New York
              101 Barclay Street, 21W
              New York, New York
              10286 Telecopier No.: 212-815-5915
              Attention:  Corporate Trust Division, Attn: Julie Miller"

                                   ARTICLE II

                               AMENDMENT TO NOTES

         Section 2.1 FORM AND TERMS OF THE NEW NOTES. Except to the extent
otherwise provided in this Supplemental Indenture, the form and terms of the New
Notes shall be the same as those of the Old Notes.

         Section 2.2 FACE AND BACK OF NEW NOTES. The face and the back of the
New Notes shall have the form set forth on Exhibit A hereto.

         Section 2.3 INTEREST. The first two full sentences of Section 1 of each
of the New Notes shall read in its entirety as follows:

         "1. Interest. General Media, Inc., a Delaware corporation (the
         "Company"), promises to pay interest on the principal amount of this
         Note at 15% per annum from January 1, 2001 until maturity. The Company
         will pay interest quarterly on March 31, June 30, September 30 and
         December 31 of each year, or if any such day is not a Business Day, on
         the next succeeding Business Day (each an "Interest Payment Date")."


                                       7
<PAGE>   9
         Section 2.4. PAYMENT OF PRINCIPAL AT MATURITY. A new Section 1A. is
hereby added to each of the New Notes to read as follows:

         "1A. Payment of Principal at Maturity. The Company promises to pay the
         entire principal balance outstanding under this Note on March 29, 2004
         (the "Maturity Date"), the third anniversary of the closing of the
         Exchange and the issuance of this Note. In the event that any of the
         payment dates described herein falls on a day not a Business Day, then
         such payment date shall be the next succeeding Business Day."

         Section 2.5. METHOD OF PAYMENT. Section 2 of each of the New Notes
shall read in its entirety as follows:

         "2. Method of Payment. The Company will pay interest on the Notes
         (except defaulted interest) to the Persons who are registered Holders
         of Notes at the close of business on the March 15, June 15, September
         15 or December 15 preceding the Interest Payment Date, even if such
         Notes are cancelled after such record date and on or before such
         Interest Payment Date, except as provided in Section 2.12 of the
         Indenture with respect to defaulted interest. The Notes will be payable
         as to principal and interest at the office or agency of the Company
         maintained for such purpose within or without the City and State of New
         York, or, at the option of the Company, payment of interest may be made
         by check mailed to the Holders at their addresses set forth in the
         register of Holders."

         Section 2.6 OPTIONAL REDEMPTION. Section 5 of each of the New Notes
shall read in its entirety as follows:

         "5. Optional Redemption. The Notes are subject to redemption at the
         option of the Company, in whole or in part (in integral multiples of
         $1,000,000), at any time upon not less than 30 nor more than 60 days'
         notice, at the stated principal amount without premium or penalty plus
         accrued and unpaid interest thereon to the applicable redemption date.
         Any partial redemptions will be applied to reduce the principal amount
         of Notes due at maturity."

         Section 2.7 MANDATORY REDEMPTION. Section 6 of the New Notes is hereby
deleted and amended to read as follows:

         "The Company shall redeem at a price equal to 100% of the principal
         amount thereof plus accrued interest through the date of redemption the
         Series C Notes on a pro rata basis from the Holders thereof in a
         principal amount equal to: (i) $700,000 on June 29, 2001; (ii)
         $1,050,000 on September 29, 2001; (iii) $700,000 on December 29, 2001;
         (iv) $1,250,000 on March 29, 2002; (v) $1,300,000 on June 29, 2002;
         (vi) $1,950,000 on September 29, 2002; (vii) $1,300,000 on December 29,
         2002; (viii) $1,950,000 on March 29, 2003; (ix) $1,300,000 on June 29,
         2003; (x) $1,950,000 on September 29, 2003; and (xi) $1,300,000 on
         December 29, 2003. In addition to the foregoing mandatory redemptions,


                                       8
<PAGE>   10
         beginning with respect to the fiscal year ending on December 31, 2001,
         so long as any Series C Notes remain outstanding, the Company shall
         redeem, at a price equal to 100% of the principal amount thereof plus
         accrued interest through the date of redemption, 120 days after the end
         of each fiscal year, an aggregate principal amount of Series C Notes
         (rounded to the nearest integral multiple of $10,000) on a pro rata
         basis from the Holders thereof equal to the lesser of (i) 50% of the
         Excess Cash Flow of the Company and its Subsidiaries for such fiscal
         year and (ii) an amount of Excess Cash Flow of the Company and its
         Subsidiaries for such fiscal year such that if such payment of such
         amount were made on the last day of such fiscal year, the Company and
         its Subsidiaries would have had Investments in Cash Equivalents of
         $2,500,000 remaining after such payment on such date. Such mandatory
         redemptions with respect to Excess Cash Flow will be applied to reduce
         the principal amount of outstanding Notes due at maturity."

                                   ARTICLE III

                          WAIVER OF CERTAIN PROVISIONS

         Section 3.1. WAIVER. The following provisions of the Indenture are
hereby waived: Section 6.01(2) thereof with respect to the failure of the
Company to make its required payment of principal of the Notes on December 31,
2000; Section 4.11 thereof with respect to the issuance of the New Notes and the
Preferred Stock as contemplated by the Offer; and any other provision to any
further extent necessary to permit consummation of the Exchange as contemplated
by and in accordance with the terms of the Offer to Purchase and Consent
Solicitation Statement and the Consent and Letter of Transmittal, each dated as
of February 16, 2001, previously distributed by the Company to all Holders of
the Old Notes. In addition, each holder of New Notes acknowledges that the
interest payable by the Company with respect to the New Notes shall be in lieu
of any interest which would otherwise be payable with respect to any Old Notes
exchanged for New Notes from and after January 1, 2001.

                                   ARTICLE IV

                                  MISCELLANEOUS

         Section 4.1 TERMS DEFINED. Defined terms used but not defined herein
shall have the meanings attributed to them in the Indenture.

         Section 4.2 REAFFIRMATION. Except as hereby expressly amended, the
Indenture and the Old Notes (including the guarantees of the Subsidiary
Guarantors) are in all respects ratified and confirmed and all the terms,
provisions and conditions thereof shall be and remain in full force and effect.

         Section 4.3 GOVERNING LAW. This Supplemental Indenture and each and
every provision hereof shall be construed in accordance with the laws of the
State of New York.


                                       9
<PAGE>   11
         Section 4.4 SUCCESSORS AND ASSIGNS. All the covenants in this
Supplemental Indenture contained by or on behalf of the Company and Subsidiary
Guarantors shall bind its successors and assigns, whether so expressed or not.

         Section 4.5 COUNTERPARTS. This Supplemental Indenture may be executed
in any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

                  THE BANK OF NEW YORK, as Trustee, hereby accepts the trusts in
this Supplemental Indenture declared and provided, upon the terms and conditions
hereinabove set forth, subject to the terms and provisions defining and limiting
the liabilities and responsibilities of the Trustee in the performance of the
trust created by the Indenture as hereby amended.


                  [Remainder of page intentionally left blank]


                                       10
<PAGE>   12
                  IN WITNESS WHEREOF, the Company and each of the Subsidiary
Guarantors has caused this Supplemental Indenture to be signed in its corporate
name and acknowledged by its President or one of its Vice Presidents, and its
corporate seal to be impressed hereon, duly attested by its Secretary or an
Assistant Secretary; and Trustee has caused this Supplemental Indenture to be
signed and acknowledged by one of its Vice Presidents, and its corporate seal to
be impressed hereon, duly attested by its Secretary or by one of its Assistant
Secretaries, as of the date and year first above written.

Dated as of March 29, 2001           GENERAL MEDIA, INC.


                                     By: ________________________________
                                         Name:
                                         Title:


Attest:___________________________

(SEAL)

Dated as of March 29, 2001           SUBSIDIARY GUARANTORS

                                     GENERAL MEDIA ART HOLDING, INC.
                                     GENERAL MEDIA COMMUNICATIONS, INC.
                                     GENERAL MEDIA ENTERTAINMENT, INC.
                                     GENERAL MEDIA FILMS, INC.
                                     GENERAL MEDIA (UK), LTD.
                                     GMCI INTERNET OPERATIONS, INC.
                                     GMI ON-LINE VENTURES, LTD.
                                     PENTHOUSE CLUBS INTERNATIONAL ESTABLISHMENT
                                     PENTHOUSE FINANCIAL SERVICES, N.V.
                                     PENTHOUSE IMAGES ACQUISITIONS, LTD.
                                     PENTHOUSE MUSIC, LTD.
                                     PURE ENTERTAINMENT TELECOMMUNICATIONS, INC.

                                     By: ________________________________
                                         Name:
                                         Title:
                                     (for each of the above-listed Subsidiary
                                     Guarantors)

Attest:_____________________________
(for each of the above-listed Subsidiary Guarantors)


                                       11
<PAGE>   13
Dated as of March 29, 2001              THE BANK OF NEW YORK
                                        (Successor-in-Interest to IBJ Schroder
                                        Bank & Trust Company), as Trustee

                                        By: ____________________________________
                                              Name:
                                              Title:

Attest:______________________________

       (SEAL)


                                       12
<PAGE>   14
                                    EXHIBIT A

                                 (FACE OF NOTE)

                    15% SERIES C SENIOR SECURED NOTE DUE 2004

No.                                                                 $___________


                               GENERAL MEDIA, INC.

Promises to pay to

or registered assigns,

the principal sum of

Dollars on March 29, 2004.

Interest Payment Dates:  March 31, June 30, September 30 and December 31

Interest Payment Record Dates:  March 15, June 15, September 15 and December 15


                                                 Dated:_________________________


                                                 GENERAL MEDIA, INC.

                                                 By: ___________________________
                                                     Name:
                                                     Title:

                                                 By: ___________________________
                                                     Name:
Trustee's Certificate of Authentication              Title:

                                                         (SEAL)
This is one of the Notes
referred to in the within-
mentioned Indenture:


THE BANK OF NEW YORK,
as Trustee


By: _____________________________________
    Authorized Signatory
<PAGE>   15
                                 (BACK OF NOTE)

                    15% SERIES C SENIOR SECURED NOTE DUE 2004

         Unless and until it is exchanged in whole or in part for Notes in
definitive form, this Note may not be transferred except as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such successor
Depository. Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) ("DTC"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as may be requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as may be requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.(1)

         Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.





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(1) This paragraph should be included only if the Note is issued in global form.