Private Media Group (PRVT)

5. Confidential Information.

5.1. During the Term of this Agreement and thereafter, Employee will not, directly or indirectly, use, or willfully disclose to any Person, any Confidential Information (as defined herein) of the Private Group, except (A) in the performance of his duties on behalf of the Private Group, or (B) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction, in which event Employee shall notify the Company as promptly as practicable (and, if possible, prior to the making of such disclosure). “Confidential Information” means any information, data, trade secrets and confidential or proprietary information relating to the business, operations, assets and liabilities of the Private Group, including without limitation all customers and/or suppliers’ identities, characteristics and agreements, financial information and projections, employee files, business and marketing plans, sales activities, pricing methodologies, credit and financial data and financial methods; provided , however , that the foregoing shall not apply to information which is not generally known to the industry or the public other than

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as a result of Employee’s breach of this covenant. Employee agrees that upon termination of his employment with the Company for any reason, he will return to the Company immediately all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, in any way relating to the business of the Private Group. Employee further agrees that he will not retain or use for his account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of any member of the Private Group.

5.2. For the avoidance of doubt, Employee acknowledges that if he engages (directly or indirectly) in any conduct which violates this Section 5, such conduct shall constitute a breach of this Agreement regardless of whether such conduct constitutes a violation of the Merger Agreement.

6. Appointment as Director. The Company agrees that it is a condition of Employee’s employment that Employee shall be appointed to Private’s Board of Directors on or before March 1, 2009 and that Private will nominate Employee to continue to serve as a director at each annual meeting of shareholders of Private in 2009, 2010 and 2011, until such time as Employee shall cease to be employed by the Company. By its signature below Private agrees to so appoint Employee to its Board by March 1, 2009, and to nominate Employee to continue to serve as a director of Private in 2009, 2010 and 2011 until such time as Employee shall cease to be employed by the Company. For the avoidance of doubt, the Company’s or Private’s breach of this Section 6 shall constitute a material breach of this Agreement by the Company for purposes of Section 4.1.4(ii) hereof.