Amendment to Warrants Agreement between FriendFinder Networks Inc. and Beach Point Capital Management LP

Exhibit 4.35

AMENDMENT TO WARRANTS

          FriendFinder Networks Inc., a Nevada corporation (the “Company”), hereby agrees to the following:

          WHEREAS, [_________________] (the “Holder”) holds Detachable Warrant #[____] to purchase from the Company [_____] shares of the Company’s voting common stock, par value $0.01 per share at an exercise price per share of common stock of $0.00001 (the “Warrants”);

          WHEREAS, the Warrants have an Expiration Date (as defined in the Warrants) of the earlier to occur of (a) a date certain specified in the definition of Expiration Date for each Warrant and (b) the consummation of a Qualified IPO (as defined in the Warrants); and

          WHEREAS, the Company and the Holder have agreed to amend the Expiration Date and make such other amendments to the Warrants as are set forth herein;

          WHEREAS, the Warrants contain anti-dilution provisions which create rights greater than those afforded to holders of common stock of the Company;

          WHEREAS, the Company and the Holder have agreed to amend certain anti-dilution provisions so that upon the consummation of a Qualified IPO (as defined in the Warrants) the Warrants’ rights upon certain dilutive events will more closely resemble the rights afforded to common stock of the Company;

          NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Holder hereby agree that:

          (a) All references to “Penthouse Media Group Inc.” in the Warrants are hereby deleted and replaced with “FriendFinder Networks Inc. (f/k/a Penthouse Media Group Inc.).”

          (b) Section 5(b) of each Warrant is hereby amended by deleting from clause (v) thereof “(or, in the case of a Qualified IPO, at least thirty (30) days before the filing of a registration statement pertaining to such Qualified IPO)” and replacing such deleted language with “(or, in the case of a Qualified IPO, at least fifteen (15) days before effecting such Qualified IPO).”

          (c) The definition of the term “Expiration Date” in each of the Warrants is hereby amended such that no Warrant shall expire or terminate upon (or otherwise in respect of) the consummation of a Qualified IPO (as defined in the Warrants), and each Warrant shall continue to be exercisable until the date certain specified in the definition of Expiration Date (i.e., without reference to the consummation of a Qualified IPO). In all other respects, the Warrants shall remain in full force and effect.

          (d) Section 1(a) and 1(o) of each Warrant is hereby amended such that each instance of the text “Section 4(f)(ii)” is deleted and replaced with “Section 4(f)(iii)”.