Private Media Group (PRVT)

Recitals

A. Concurrently with the execution and delivery of this Agreement, pursuant to an Acquisition Agreement dated as of October 9, 2009 (the “Acquisition Agreement”), by and among Private Media Group, Inc. (“Private”), 2220445 Ontario Inc. (“Sub”), the Company and the holders of all of the Company’s capital stock, including Employee (the “Sellers”), Private will become the indirect owner of the Company.

B. Pursuant to the Acquisition Agreement, Sub will purchase all of the outstanding shares of the Company from Sellers and, immediately following such purchase, Sub and the Company will amalgamate (with the amalgamated company being referred to herein as “Amalco”). References to the Company herein include any successor thereto, including Amalco.

C. The parties desire to continue Employee’s employment with Amalco following the Amalgamation upon the terms and conditions set forth in this Agreement.

D. The execution and delivery of this Agreement is a condition to the consummation of the transactions contemplated by the Acquisition Agreement.

E. All capitalized terms which are not defined herein shall have the respective meanings ascribed to such terms in the Acquisition Agreement.

NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants contained herein, the parties hereto, intending to be legally bound, agree as follows:

Recitals

A. The Company owns 100% of the issued and outstanding shares of Sureflix Digital Distribution Inc., a Delaware corporation, and Sureflix Digital Logistics Inc., a corporation organized under the laws of Saint Christopher and Nevis (each, a “Company Subsidiary” and, together, the “Company Subsidiaries”). Sellers and Holdco own 100% of the issued and outstanding shares in the capital of the Company (the “Company Shares”). Sellers own 100% of the issued and outstanding shares in the capital of Holdco.

B. Prior to the consummation of the Transaction (as defined below), (i) Holdco and the Company will amalgamate (the “Holdco Amalgamation”), such that the issued and outstanding shares in the capital of the Company following the Holdco Amalgamation will be held as follows: Eric Johnson (31,017 Company Shares), Erik Schannen (162,840 Company Shares), and Michel Lozier (116,315 Company Shares), and (ii) Sub will have amended its articles of incorporation (the “Amendment”) to authorize Class A Preference Shares (the “Sub Preference Shares” and, together with the Sub Common Shares, the “Sub Shares”) which will be exchangeable into shares of Common Stock of Buyer, par value $0.001 per share (“Private Shares”). Such Sub Preference Shares and the Amalco Preference Shares (as defined below) are referred to herein as the “Exchangeable Shares.” The terms and provisions of the Exchangeable Shares, including the basis on which the shareholders shall have the right to exchange Exchangeable Shares for Private Shares, shall be as set forth in the provisions attaching to the Exchangeable Shares in the form attached hereto as Exhibit A (the “Exchangeable Share Provisions”).

C. The parties intend that, subject to the terms and conditions set forth in this Agreement, Buyer will acquire the business and operations of the Company through the acquisition by Sub of all of the Company Shares in exchange for Sub Preference Shares (as contemplated in greater detail in Section 2.1(a) below, the “Share Purchase”) followed by an amalgamation of Sub and the Company (as contemplated in greater detail in Section 2.1(b) below, the “Amalgamation” and, together with the Share Purchase, the “Transaction”), all pursuant to the terms and conditions of this Agreement and in accordance with the Business Corporations Act (Ontario) (as from time to time amended or re-enacted, the “Act”).

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D. The respective Boards of Directors of Buyer, Sub and the Company have determined that this Agreement and the transactions contemplated thereby, including the Transaction, are in the best interest of their respective shareholders, and have approved the Transaction. Buyer, as the sole shareholder of Sub, has approved this Agreement and the transactions contemplated hereby, including the Transaction. Sellers and Holdco, as the holders of 100% of the Company Shares, have approved this Agreement and the transactions contemplated hereby, including the Transactions.

Recitals

A. Concurrently with the execution and delivery of this Agreement, pursuant to an Agreement and Plan of Reorganization dated as of January 20, 2009 (the “Merger Agreement”), by and among Private Media Group, Inc. (“Private”), the Company, eLine LLC (“eLine”), and certain affiliates of the Company and eLine, including Employee, Private will become the indirect owner of Game Link and eLine.

B. The execution and delivery of this Agreement is a condition to the consummation of the transactions contemplated by the Merger Agreement. The Company desires to employ Employee, and Employee wishes to accept such employment, upon the terms and conditions set forth in this Agreement.

C. All capitalized terms which are not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants contained herein, the parties hereto, intending to be legally bound, agree as follows:

Recitals

A. Mama’s owns 100% of the membership interests of Game Link and eLine, which companies are engaged in the business of providing video on demand and other eCommerce products and services, principally in the adult entertainment products market. ThinkForward and GreenCine (collectively, the “Members”) own 100% of the membership interests of Mama’s. Mama’s, ThinkForward and GreenCine have conducted no business operations and have no material assets other than their respective direct or indirect ownership interests in Mama’s, Game Link and eLine.

B. Ilan Bunimovitz is the owner of all of the issued and outstanding capital stock of ThinkForward (the “ThinkForward Shares”), and Andrew Sullivan, Dennis Woo and Peter Marinac are the owners of all of the issued and outstanding shares of the capital stock of GreenCine (the “GreenCine Shares”, and together with the ThinkForward Shares, the “Shares”), and will benefit from the transactions contemplated by this Agreement.

C. Buyer wishes to acquire the business and operations of the Companies by entering into the Mergers on the terms and subject to the conditions set forth in this Agreement.

D. The respective Boards of Directors of Buyer, Merger Subsidiaries and the Members have determined that this Agreement and the transactions contemplated thereby, including the Mergers (as defined below), are in the best interest of their respective shareholders, and have approved the merger of the Merger Sub II with and into ThinkForward (the “ThinkForward Merger” or “Merger II”), and the merger of Merger Sub I with and into GreenCine (the “GreenCine Merger” or “Merger I”, and together with the ThinkForward Merger (Merger II), the “Mergers” or the “Transaction”), whereby each of the Merger Subs will cease to exist and the Members will become wholly owned subsidiaries of Buyer, on the terms and subject to the conditions set forth in this Agreement.

E. It is intended that the Mergers qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and the parties intend for this Agreement to constitute a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations.