Private Media Group (PRVT)

APPROVAL OF 2009 EQUITY INCENTIVE PLAN

This summary of the proposed 2009 Equity Incentive Plan (the “2009 EIP”) is qualified in its entirety by reference to the full text of the 2009 EIP which is included as Appendix “B” to this Proxy Statement.

In October 2009, our Board adopted, subject to shareholder approval, the 2009 EIP. Our Board believes that our future success depends, in large part, upon our ability to maintain a competitive position in attracting, retaining and motivating key personnel. The 1999 Employee Stock Option Plan (“the 1999 Plan”), which allowed the Company to grant options to purchase common stock to designated employees, executive officers, directors, consultants, and advisors, expired by its terms on March 1, 2009. Accordingly, no new options are available for future grants under the 1999 Plan. Immediately prior to the 1999 Plan’s expiration, 2,971,294 of the 7,200,000 option shares remained available for grant. Our Board believes it is in the best interests of the Company to continue to have an equity plan available, and to have the flexibility to issue other types of stock based awards as is provided under the 2009 EIP.

Under the 2009 EIP, we may issue up to 6,200,000 shares of our common stock (subject to adjustment in the event of stock splits and other similar events) pursuant to awards granted under the 2009 EIP. Shares pursuant to awards that have expired or are forfeited will be returned to the 2009 EIP. Following shareholder approval of the 2009 EIP, we may grant options and may issue restricted stock, unrestricted stock and other equity-based awards under the 2009 EIP to employees, directors and consultants.