AMENDMENT NO. 1 TO THE
7% NOTE DUE 2002
Dated as of December 19, 2002
AMENDMENT NO.1 TO THE 7% NOTE DUE 2002 between PRIVATE MEDIA GROUP, INC., a
Nevada corporation (the "Issuer") and COMMERZBANK AKTIENGESELLSCHAFT, a stock corporation
organized under the laws of the Federal Republic of Germany (the "Holder").
(1) The Issuer has issued to the Holder a 7% Note Due 2002 dated December 21, 2001 (the "Note").
Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Note.
(2) The Issuer has requested that the Holder agree to amend the Note, including by extending the maturity of the
(3) The Holder is, on the terms and conditions stated below, willing to grant the request of the Issuer, and the
Issuer and the Holder have agreed to amend the Note and extend the maturity of the Note as hereinafter set
SECTION 1. Amendments to Note. Effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 3, the Note is hereby amended by amending sub-paragraph (C) of the
definition of "Equity Interests" in Section 1.02 of the Note in full as follows:
"(C) securities, or any other Debt, convertible into or exchangeable for shares of capital stock of (or other
ownership or profit interests in) the Issuer or any of its subsidiaries or warrants, rights or options for the purchase
or other acquisition from the Issuer or any of its subsidiaries of such shares (or such other interests), and".
SECTION 2. Extension of Maturity of the Note. The Note is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 3, hereby amended by deleting the date "December
20, 2002" in the first paragraph of the Note and substituting for such date the date "March 20, 2003". Upon
satisfaction of all of the conditions precedent set forth in Section 3, the Holder shall be authorized to endorse on
the Note the following legend: "