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                                                                   EXHIBIT 10.18



                          THIRD SUPPLEMENTAL INDENTURE
                           DATED AS OF AUGUST 1, 2002


                                   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 A FIRST SUPPLEMENTAL INDENTURE
          DATED AS OF MAY 19, 1999 AND A SECOND SUPPLEMENTAL INDENTURE
                           DATED AS OF MARCH 29, 2001



                          ___________________________


                               GENERAL MEDIA, INC.


                              SUBSIDIARY GUARANTORS


                          ___________________________



                              THE BANK OF NEW YORK

                                     TRUSTEE




<PAGE>




                          THIRD SUPPLEMENTAL INDENTURE

                           Dated, as of August 1, 2002



     THIRD SUPPLEMENTAL INDENTURE dated as of August 1, 2002 (this "Third
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 a First
Supplemental Indenture dated as of May 19, 1999 and a Second Supplemental
Indenture dated as of March 29, 2001 (as amended, the "Indenture"), pursuant to
which $85,000,000 in aggregate principal amount of the Company's 10-5/8% Senior
Secured Notes due 2000 (the "Notes") have been issued and approximately
$45,572,000 in aggregate principal amount of the Notes are currently
outstanding;

     WHEREAS, Sections 9.02 and 9.06 of the Indenture and Section 11 of the
Notes provide that the Company, the Subsidiary Guarantors and the Trustee may
amend and supplement the provisions of the Indenture and the Notes as provided
for herein with the consent of the Holders of at least a majority in outstanding
principal amount of the Notes (the "Majority Consent"), and the Company has
obtained and delivered the Trustee evidence of such Majority Consent to this
Third Supplemental Indenture;

     WHEREAS, the execution and delivery of this Third 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 Third 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 Third Supplemental
Indenture for the purpose of amending certain provisions of the Indenture 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 is 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 Notes, as follows:


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                                    ARTICLE I

                             AMENDMENTS TO INDENTURE

     Section 1.1 DEFINITIONS.

          (a)  Clause (vi) of the definition of "Change of Control" in Section
1.01 of the Indenture is hereby deleted and replaced with the following:

               "(vi) the resignation or termination of John D. Orlando 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"

          (b)  The following new definition of "Net Revenues" is hereby added to
Section 1.01 of the Indenture in appropriate alphabetical order:

               "Net Revenues" means the net revenues of the Company and its
          consolidated Subsidiary Guarantors determined in accordance with GAAP.

     Section 1.2 PAYMENTS TO ROBERT C. GUCCIONE AND HIS AFFILIATES. Section 4.23
of the Indenture is hereby deleted and replaced with the following:

     "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 month,
     commencing with the month of July 2002, up to $250,000 in aggregate
     payments of any kind from the Company and its Subsidiaries, provided, that,
     in any month in the years 2003 and 2004 during which the Company is in
     compliance with the covenants contained in Section 4.24 of this Indenture,
     Robert C. Guccione and his Affiliates shall be entitled to receive up to
     $300,000 in aggregate payments of any kind from the Company and its
     Subsidiaries (in each case including, without limitation, payments of
     compensation, dividends, distributions, return of capital, 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 the benefit of Robert C. Guccione and/or his Affiliates)
     ("Owner Payments"). The payments permitted to be made by this Section 4.23
     may be made in the form of the payments 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, provided, that, the payments permitted to be
     made by this Section 4.23 shall not be increased by the amount of any
     loans, advances, contributions or other investments made by Robert C.
     Guccione and/or his Affiliates to the Company or its Subsidiaries."


                                       2

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     Section 1.3 MAINTENANCE OF NET REVENUES AND EBITDA. A new Section 4.24 is
hereby added to the Indenture to read as follows:

     "Section 4.24. Maintenance of Net Revenues and EBITDA. Commencing with the
     fiscal quarter ending December 31, 2002 and continuing for each fiscal
     quarter thereafter for so long as the Notes remain outstanding, the Company
     will maintain Net Revenues and EBITDA in such fiscal quarter equal to not
     less than 80% of Net Revenues and EBITDA as set forth for each such fiscal
     quarter in the business plan, for the period from October 1, 2002 through
     December 31, 2003, prepared by the Company which business plan shall be in
     form and substance reasonably satisfactory to the Holders of a majority in
     outstanding principal amount of the Notes (the "Acceptable Business Plan").
     The Company shall prepare and deliver an initial business plan (the
     "Initial Business Plan") to such Holders for their approval no later than
     September 13, 2002. The Holders shall provide the Company with any comments
     to the Initial Business Plan (the "Majority Holder Comments") within five
     Business Days of their receipt of the Initial Business Plan. Within five
     Business Days of receipt by the Company of the Majority Holder Comments or
     if there are no Majority Holder Comments, within seven Business Days of the
     receipt by the Holders of the Initial Business Plan, the Company shall
     deliver the Acceptable Business Plan to the Trustee and such Holders. The
     Company shall report its actual Net Revenues and EBITDA for each quarter in
     a certificate containing all appropriate calculations delivered to the
     holders of a majority in outstanding principal amount of the Notes (the
     "Majority Holders"), with a copy to the Trustee, at the time of the filing
     by the Company with the Securities and Exchange Commission of the Company's
     Form 10-Q covering that quarter (or, for the last quarter of each year,
     beginning with the fiscal quarter ending December 31, 2002, its Form 10-K
     for such fiscal year.) The Trustee shall have no responsibility for
     determining the accuracy of the calculations contained in such certificate.
     The failure by the Company to deliver the Acceptable Business Plan to the
     Trustee and such Holders on or before the time set forth above or to
     deliver such certificate to the Trustee together with its 10-Q or 10-K, as
     applicable, shall constitute a breach of this Section. Promptly after, but
     not later than 45 days after the delivery of the Acceptable Business Plan
     to the Trustee and such Holders, the Company shall amend this Section 4.24
     to include the Net Revenues and EBITDA financial covenants for each fiscal
     quarter for the period through December 31, 2003 equal to 80% of the Net
     Revenues and EBITDA for each such fiscal quarter as set forth in the
     Acceptable Business Plan and otherwise reasonably satisfactory to the
     Holders of a majority in outstanding principal amount of the Notes."

     Section 1.4 INSPECTION RIGHTS. A new Section 4.25 is hereby added to the
Indenture to read as follows:

     "Each of the Company and the Subsidiary Guarantors shall permit, and cause
     each of their respective Subsidiaries to permit representatives of the
     Holders of a majority in outstanding principal amount of the Notes, at any
     time and from time to time during normal business hours and upon reasonable
     prior written notice, at the expense of the Company, to (a) examine and
     make copies of and abstracts from records and books of account, payroll
     materials, accounts receivable, deposit accounts and other such assets and
     records necessary to conduct due diligence, (b)


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     discuss the affairs and finances of the Company with any of the directors,
     officers, the independent accountants or other representatives thereof, and
     (c) visit and inspect the townhouse located at 14-16 East 67th Street, New
     York, New York to verify the presence and condition of assets owned by the
     Company and located at such premises. The Borrower agrees to pay the
     reasonable costs and expenses of such audit, appraisal, assessment or
     examination promptly upon presentation of an invoice for such costs and
     expenses. The Holders agree to hold in confidence any information so
     obtained which has not been included in the Company's filings with the
     Securities and Exchange Commission."

     Section 1.5 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:

     "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:

          Katten Muchin Zavis Rosenman
          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, 8W
          New York, New York 10286
          Telecopier No.: 212-815-5707
          Attention: Corporate Trust Division, Attn: Julie Salovitch-Miller"




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                                   ARTICLE II

                                  MISCELLANEOUS

     Section 2.1 TERMS DEFINED. Defined terms used but not defined herein shall
have the meanings attributed to them in the Indenture.

     Section 2.2 REAFFIRMATION. Except as hereby expressly amended, the
Indenture and the 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 2.3 GOVERNING LAW. This Third Supplemental Indenture and each and
every provision hereof shall be construed in accordance with the laws of the
State of New York.

     Section 2.4 SUCCESSORS AND ASSIGNS. All the covenants in this Third
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 2.5 COUNTERPARTS. This Third 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 Third
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]




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     IN WITNESS WHEREOF, the Company and each of the Subsidiary Guarantors has
caused this Third 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 August 1, 2002              GENERAL MEDIA, INC.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


Attest:
        --------------------------------

(SEAL)

Dated as of August 1, 2002              SUBSIDIARY GUARANTORS
                                        ---------------------

                                        GENERAL MEDIA ART HOLDING, INC.
                                        GENERAL MEDIA COMMUNICATIONS, INC.
                                        GENERAL MEDIA ENTERTAINMENT, 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.
                                        PURE ENTERTAINMENT TELECOMMUNICATIONS,
                                           INC.

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

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


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Dated as of August 1, 2002              THE BANK OF NEW YORK
                                        (Successor-in-Interest to IBJ Schroder
                                        Bank & Trust Company), as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

Attest:
        --------------------------------
        (SEAL)



















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