Exhibit 10.6


EMPLOYMENT AGREEMENT


          AGREEMENT made as of the __ day of ______,
2008 between FRIENDFINDER NETWORKS INC., a Nevada corporation (the “Company”)
having an office at 6800 Broken Sound Parkway, Boca Raton, Florida 33487 and
MARC H. BELL (the “Executive”).


                    WHEREAS,
the Company desires to employ
Executive and Executive desires to accept such employment by the Company on the
terms and subject to the conditions hereinafter set forth.


                    NOW
THEREFORE, in consideration of the
mutual promises contained herein, the parties agree as follows:


1. Employment. The Company hereby employs
the Executive, and the Executive hereby accepts such employment by the Company,
upon the terms and conditions set forth below.


2. Term. Subject to the provisions for
termination herein provided, the employment of the Executive shall commence as
of the date of this Agreement and shall continue for a term of five (5) years
(the “Term”).


3. Duties and Responsibilities.


          3.1
During the Term, the Executive shall have the position of Chief Executive
Officer of the Company and in connection therewith, the Executive shall perform
such executive duties and responsibilities commonly incident to such office as
may be assigned to him from time to time by or under the authority of the Board
of Directors of the Company (the “Board”), and, in the absence of such
assignment, such duties customary to such offices as are necessary to the
operations of the Company.


          3.2
The Executive’s employment by the Company shall be full-time, and during the
Term, the Executive agrees that he will devote his business time and attention,
his best efforts, and all his skill and ability to promote the interests of the
Company. Notwithstanding the foregoing, the Executive shall be permitted to
devote up to twenty percent (20%) of his business time to such other business
activities that the Executive desires, engage in charitable and civic
activities and manage his personal passive investments; provided, however, that
such activities (individually or collectively) (a) do not interfere with the
performance of his duties or responsibilities under this Agreement and (b) do
not injure the reputation, business or business relationships of the Company or
any of its affiliates as determined by the Company in good faith.


          3.3
The Executive’s services shall be substantially performed at the Company’s
offices in Boca Raton, Florida, subject to necessary travel requirements of his
position and duties hereunder.


          3.4
Nothing contained herein shall require the Executive to follow any directive or
to perform any act which would violate any laws, ordinances, regulations or
rules of any governmental, regulatory or administrative body, agent or
authority, any court or judicial authority, or any public, private or industry
regulatory authority. The Executive shall act in accordance with all laws,
ordinances, regulations or rules of any governmental, regulatory or 


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administrative
body, agent or authority, any court or judicial authority, or any public,
private or industry regulatory authority.


4. Compensation.


          4.1
Base Salary. The Company shall pay
the Executive $1,000,000 per annum (the “Base Salary”) in equal
semi-monthly installments or at such other intervals as the parties shall
agree. The Base Salary may be increased in each fiscal year of the Company
following the first anniversary of the date hereof (the “First Anniversary”)
at the rate of ten percent (10%) of the then current Base Salary. 


          4.2
Bonus. In addition to the Base
Salary, the Executive will be eligible to receive a performance bonus during
each year of employment with the Company of up to one hundred percent (100%) of
the Base Salary. The award of each year’s performance bonus, if any, shall be
based upon the following performance criteria: (a) seventy-five percent (75%)
based on the Board’s objective evaluation of revenue growth, successful
integration of acquisitions, EBIDTA growth and margin improvement and (b)
twenty-five percent (25%) based on the Board’s subjective evaluation of the
Executive’s performance. Such determination shall be made after consultation
with the Executive within sixty (60) days of the end of each Fiscal Year during
the Term commencing with the Fiscal Year ended December 31, 2008. The Company
shall pay any performance bonus payable hereunder within ninety (90) days of
the end of the applicable Fiscal Year. The full performance bonus that may be
awarded pursuant to this Section 4.2, as it may be increased from time to time
in the discretion of the Board, shall be referred to herein as the “Bonus.”


          4.3
Stock Options. The Company hereby
agrees to grant to the Executive an option to purchase 83,333 shares of common
stock of the Company on the date hereof and on each anniversary of the date of
this Agreement (each such grant, an “Option”). The respective exercise
price per share of each Option shall be equal to (i) if the Option is granted
prior to the date of the Company’s initial public offering of it’s common stock
pursuant to an effective registration statement filed with the Securities
Exchange Commission (the “IPO”), the price per share offered to the
public pursuant to such IPO, or (ii) if the Option is granted after the IPO,
the fair market value for each share of the common stock of the Company on the
date immediately prior to the date such Option was granted. Subject to
accelerated vesting provisions set forth in Section 6 herein, each Option shall
vest as to twenty percent (20%) of the shares subject to such Option on the
first anniversary of the grant of such Option and as to (20%) of the shares
subject to such Option each anniversary thereafter, subject to the Executive’s
continued employment with the Company on the relevant vesting dates. In all other
respects, each Option shall be subject to the terms, definitions and provisions
of the stock option agreement by and between the Executive and the Company (the
“Option Agreement”), which document is incorporated herein by reference.
In the case of any conflict between the terms of any Option Agreement and the
terms of this Agreement, the terms of the Option Agreement will govern.


          4.4
Restricted Stock. On the First
Anniversary and on each anniversary thereafter, the Company shall issue to the
Executive 50,000 shares of restricted stock (the “Restricted Stock”),
which stock the Executive shall not sell, transfer, assign or otherwise convey
prior to the third anniversary of the date such Restricted Stock is issued. In
the event the Executive’s ceases to be employed by the Company, except for
termination of Executive’s employment under 


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Certain
Circumstances, the Company shall have the right to repurchase any Restricted
Stock issued less than three years prior to the date of such termination at a
price of $0.10 per share. The Company shall provide written notice the
Executive of its intention to exercise such repurchase right no later than five
(5) days after the date of termination of employment and the repurchase of the
Restricted Stock shall be consummated within ten (10) days of such notice. 


For purposes
of this Agreement, “Certain Circumstances” shall mean the termination of
Executive’s employment (i) by the Company Without Cause (as defined in Section
5.1); or (ii) by the Executive for Good Reason (as defined in Section 5.2); or
(iii) as a result of a Change in Control (as defined in Section 6).


          4.5
Share Adjustment. All share
amounts contemplated in Sections 4.3 and 4.4 are subject to appropriate
adjustment in the event of stock split, reverse stock split, merger,
recapitalization and similar transactions which may take place after the date
hereof.


          4.6
Expenses. The Company shall pay or
reimburse the Executive for all reasonable out-of-pocket expenses incurred by
the Executive, accompanied by vouchers therefore in accordance with the
Company’s policies, in the course of providing management services to the
Company.


          4.7
Vacation. The Executive shall be
entitled to [four (4)] weeks of paid vacation during each calendar year, to be
taken during such calendar year at times selected by the Executive, as well as
paid holidays and personal days according to the Company policy in effect from
time to time.


          4.8
Benefits. During the Term of this
Agreement, Executive shall be eligible to participate in each of the Company’s
existing or future benefit plans, policies or arrangements maintained by the
Company and made available to employees generally, as well as all such existing
or future benefit plans, policies or arrangements maintained by the Company for
the benefit of executives. Except as specifically provided for herein, no
additional compensation under any such plan, policy or arrangement shall be
deemed to modify or otherwise effect the terms of this Agreement.


5. Termination. 


          5.1
Termination by the Company for Cause. The
Company may terminate this Agreement at any time during the Term for Cause,
effective immediately upon written notice to the Executive of such termination.
For purposes of this Section 5.1, “Cause” shall mean:


                    (a)
The Executive’s gross incompetence or willful and serious misconduct, that is
injurious to the business, operations or affairs of the Company;


                    (b)
The Executive’s conviction or plea of nolo contendere to any felony or a
determination by the Company, following an opportunity by the Executive to
appear and be heard by the Board, that the Executive is engaging in or has
engaged in fraud, misappropriation, dishonesty in financial dealings or
embezzlement in connection with the business, operations or affairs of the
Company.


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A termination
of the Executive’s employment by the Company for any reason not provided for in
this Section 5.1 or in any other circumstances will be a termination “Without
Cause.”


          5.2
Termination by the Executive for Good Reason.
A resignation for “Good Reason” shall mean a resignation by the
Executive of the Executive’s employment within sixty (60) days of the
occurrence of any of the following events: 


                    (a)
Without the Executive’s written consent, a material reduction of his duties,
position or responsibilities; 


                    (b)
Without the Executive’s written consent, a significant reduction by the Company
in the Base Salary or Bonus as in effect immediately prior to such reduction;
or 


                    (c)
Without the Executive’s written consent, a requirement by the Company that the
Executive relocate his office to a location more than fifty (50) miles from its
then-current location. 


          5.3
Voluntary Termination. The
Executive may terminate his employment hereunder, upon not less than 180 days
prior written notice to the Company.


6. Severance. 


          6.1
In the event the Executive’s employment is terminated as a result of a Change
in Control (as defined below), by the Company Without Cause or by the Executive
for Good Reason, the Executive shall be entitled to receive, and the Company
shall be obligated to provide, the following severance benefits:


                    (a)
Payment to the Executive of an amount equal to the lesser of (i) 2.99 times the
Base Salary in the year of such termination or (ii) the amount of Base Salary
owed to the Executive for the remainder of the Term;


                    (b)
Payment to the Executive of an amount equal to one hundred percent (100%) of
the greater of (i) the Executive’s Bonus for the year of termination or (ii)
the Bonus actually earned for the year prior to the year of termination, if
any; this amount shall be paid within thirty (30) days of the termination date;


                    (c)
The same level of health (i.e. medical, vision and dental) coverage and
benefits as in effect for the Executive on the day immediately preceding the
day of termination of employment; provided, however that (i) the Executive
constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the
Internal Revenue Code of 1986, as amended; and (ii) the Executive elects
continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant
to COBRA. The Company shall continue to provide the Executive with such health
coverage until the earlier of (A) the date the Executive is no longer eligible
to receive continuation coverage pursuant to COBRA, or (B) [twelve (12)] months
from the termination date; and


                    (d)
The vesting of the Option will accelerate on the date of termination as to that
number of shares that would have become vested if the Executive had remained
employed by the Company until the date [twelve (12)] months following the
termination date.


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For purposes
of this Agreement, a “Change in Control” shall mean: (i) the direct or
indirect acquisition, whether in one or a series of transactions by any person
(as such term is used in Section 13(d) and Section 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), or related
persons (such person or persons, an “Acquirer”) constituting a group (as
such term is used in Rule 13d-5 under the Exchange Act), of (A) beneficial
ownership (as defined in the Exchange Act) of issued and outstanding shares of
stock of the Company, the result of which acquisition is that such person or
such group possesses in excess of [50]% of the combined voting power of all
then-issued and outstanding capital stock of the Company, or (B) the power to
elect, appoint, or cause the election or appointment of at least a majority of
the members of the Board (or such other governing body in the event the Company
or any successor entity is not a corporation); (ii) a merger or consolidation
of the Company with a person or a direct or indirect subsidiary of such person,
provided that the result of such merger or consolidation, whether in one or a series
of related transactions, is that the holders of the outstanding voting stock of
the Company immediately prior to the consummation of such transaction do not
possess, whether directly or indirectly, immediately after the consummation of
such merger or consolidation, in excess of [50]% of the combined voting power
of all then-issued and outstanding capital stock of the merged or consolidated
person, its direct or indirect parent, or the surviving person of such merger
or consolidation; or (iii) a sale or disposition, whether in one or a series of
transactions, of all or substantially all of the Company’s assets. 


7. Miscellaneous.


          7.1
Notices. All notices under this
Agreement shall be in writing and shall be deemed to have been duly given if personally
delivery against receipt or if mailed by first class registered or certified
mail, return receipt requested, addressed to Company and to the Executive at
their respective addresses set forth in the first paragraph of this Agreement,
or to such other person or address as may be designated by like notice
hereunder. Any such notice shall be deemed to be given on the day delivered, if
personally delivered, or on the third day after the mailing if mailed.


          7.2
Parties in Interest. No party shall
assign this Agreement without the prior written consent of the other party.
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective heirs, legal
representatives, successor and permitted assigns, but no other person shall
acquire or have any rights under or by virtue of this Agreement.


          7.3
Further Assurances. From and after
the date of this Agreement, each of the parties hereto shall from time to time,
at the request of the other party and without further consideration, do,
execute and deliver, or cause to be done, executed and delivered, all such
further acts, things and instruments as may be reasonably requested or required
more effectively to evidence and give effect to the transactions provided for
in this Agreement.


          7.4
Governing Law. This Agreement
shall be governed by and construed in accordance with the laws and decisions of
the State of [________] applicable to contracts made and to be performed
therein without giving effect to the principles of conflict of laws.


          7.5
Counterparts; Facsimile Signatures. This
Agreement may be executed in counterparts and by facsimile, and each such
counterpart shall be deemed to be an original 


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instrument,
but all such counterparts together shall constitute but one agreement.
Facsimile signatures shall be considered originals for all purposes.


          7.6
Severability. The provisions of
this Agreement are severable, and if any one or more provisions are determined
to be judicially unenforceable, in whole or in part, the remaining provisions
shall nevertheless be binding and enforceable.


          7.7
Entire Agreement; Modification; Waiver.
This Agreement contains the entire agreement and understanding between the parties
with respect to the subject matter hereof and supersedes all prior negotiations
and oral understandings, if any. Neither this Agreement nor any of its
provisions may be modified, amended, waived, discharged or terminated, in whole
or in part, except in writing signed by the party to be charged. No waiver of
any such provision or any breach of or default under this Agreement shall be
deemed or shall constitute a waiver of any other provision, breach or default.


[ signature page follows ]


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          IN WITNESS WHEREOF, the parties have duly
executed this Agreement as of the date first above written.


	
 

	
 

	
 


	
 

	
FRIENDFINDER NETWORKS INC.


	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	 


	
 

	
Name:


	
 

	
Title:


	
 

	
 


	
 

	
EXECUTIVE:


	
 

	
 


	
 

	 


	
 

	
MARC H. BELL






[Signature Page to Marc H. Bell Employment Agreement]