<PAGE>

                                                                     EXHIBIT 2.1

                COLDFAIR HOLDINGS LTD. SHARE PURCHASE AGREEMENT



                            SHARE PURCHASE AGREEMENT


                                    between



                           Private Media Group, Inc.


                                      and


                           Orville Multi Finance N.V.
<PAGE>

                            SHARE PURCHASE AGREEMENT



THIS AGREEMENT is made and entered into as of September 20, 2000

by and between

Private Media Group, Inc. a company duly incorporated and organized under the
laws of Nevada, U.S.A., hereinafter referred to as the "Purchaser",

and

Orville Multi Finance N.V. a company duly incorporated and organized under the
laws of The Netherlands Antilles, having its registered office in Maduro Plaza
Dokweg 19, Quracao, Netherlands Antilles, hereinafter referred to as the
"Seller".

WITNESSETH:

WHEREAS, the Seller is the holder of all of the issued and outstanding shares,
numbered from 1 to 1,000, each having a par value of CYP 1.00, in Coldfair
Holdings Limited Reg No HE 114109, a company duly incorporated and organized
under the laws of Cyprus, having its registered office in Nicolau Pentadromos
Ctr, 9th floor, Office 908, P.C. 3601, Limassol, Cyprus hereinafter referred to
as the "Company", and

WHEREAS, the Company in accordance with the provision regarding the object of
its activities as set out in its duly registered articles of association is
engaged, directly and indirectly in the business of Entertainment on the
Internet; and

WHEREAS, the Seller is desirous of selling to the Purchaser and the Purchaser is
desirous of purchasing from the Seller in exchange for restricted common shares
in the Seller, subject to the terms and conditions contained herein, all of the
Shares of the Company; and

WHEREAS, the Purchaser shall issue the number of new common shares as stipulated
in Section 3 below in favor of the Seller.

                                                                    Page 2 of 21
<PAGE>

NOW, THEREFORE, in consideration of the mutual covenants and undertakings set
forth herein and in the Schedules hereto, the parties agree as follows:

1.  INTERPRETATION
------------------

1.1 In this Agreement

    "Business Day"              means the day (other than a Saturday or Sunday)
                                on which banks are generally open in the States
                                of the Netherlands Antilles and Nevada for
                                normal business;

    "Closing"                   means completion of the sale and purchase of the
                                Shares in accordance with Section 4 below;

    "Confidential Information"  means any and all information of any kind or
                                nature whatsoever, whether written or oral,
                                including, without limitation, financial
                                information, trade secrets, client lists and
                                other proprietary business information,
                                regarding the Company or the Seller, which
                                information is not known to the general public
                                or to persons unaffiliated with the Company or
                                the Seller, as the case may be;

    "Insurance Policies"        means the insurance policies shortly described
                                in Schedule 1;

    "Intellectual Property"     means any trademarks or domain names;

    "Material Adverse Effect"   means any effect which gives rise to or is
                                reasonably likely to give rise to a material
                                adverse effect on the assets or financial
                                condition of the Company;

    "Material Agreement"        means existing agreements of the Company, either
                                having an annual turnover exceeding USD 10,000
                                or which cannot be terminated at the Company's
                                discretion by applying a notice period shorter
                                than three (3) months;

    "Shares"                    means all of the issued and outstanding shares,
                                numbered from 1 to 1,000, each having a par
                                value of CYP 1.00, in Coldfair Holdings Limited;

    "USD"                       means the lawful currency of the United States
                                of America;

1.2 Any statement in this Agreement , including the Schedules, qualified by the
    expression "to the best of the Seller's knowledge" or "so far as the Seller
    is aware" or any similar expression shall mean that it is made after due and
    careful enquiry of the board members of the Seller.

                                                                    Page 3 of 21
<PAGE>

1.3 The headings in this Agreement do not affect its interpretation.

1.4 The Schedules form part of this Agreement.


2.  SALE OF THE SHARES
----------------------

    The Seller shall sell and the Purchaser shall purchase the Shares and all
    rights now and hereafter attaching or accruing thereto, free and clear of
    any pledges, liens, security interests, claims, charges and encumbrances.


3.  CONSIDERATION FOR SALE AND TRANSFER (EXCHANGE)
--------------------------------------------------

3.1 At the Closing, subject to the terms and conditions of this Agreement, and
    in full consideration for the aforesaid sale, conveyance and delivery of
    Shares, the Purchaser shall deliver share certificates to the Seller for a
    number of issued common shares in the Purchaser (the "New Shares"). The
    total value and hence number of New Shares issued in favor of the Seller
    shall equal the amount of USD 1,400,000. The share price for each New Share
    shall be the fair market value on the day of Closing, hereinafter referred
    to as the "Consideration".

3.2 Notwithstanding the above, endorsed in blank, share certificates
    representing 35 percent of the New Shares shall be deposited with the
    Purchaser's U.S. based attorney (the "Escrow Agent"), for a period of six
    months following the closing for delivery to the Seller, in accordance with
    an escrow agreement attached hereto as Schedule 3.2 (the "Escrow
    Agreement"), upon satisfaction of all of the terms and conditions of this
    Agreement.


4.  CLOSING
-----------

4.1 Closing shall take place on October 1, 2000 (the "Closing Date").

4.2 At Closing the Seller shall procure:

    (a) the delivery to the Purchaser of

        (i)   the share certificates representing the Shares, free and clear of
              all liens, security interests, claims charges and encumbrances,
              duly endorsed for transfer

        (ii)  the written resignations of each of the board members of the
              Company, effective as of the Closing Date, in each case
              acknowledging that he has no claim against the Company whether for
              loss of office or otherwise;

        (iii) a certificate from the Company's Managing Director, President or
              CEO, dated the Closing Date, listing any necessary consents,
              waivers, approvals, authorizations, registrations, filings and
              notifications, to which shall be attached evidence

                                                                    Page 4 of 21
<PAGE>

                satisfactory to the Purchaser that the same have been obtained
                or made and are in full force and effect, or stating that none
                is necessary.

         (iv)   the Articles of Incorporation, and all amendments thereto,
                certified by the appropriate Cyprus Authority;

         (v)    a certificate from the appropriate Netherlands Antilles
                authority certifying the good standing of the Seller;

         (vi)   the by-laws, if any, of the Seller, certified by the Secretary
                of the Seller;

         (vii)  the resolutions of the board of directors and stockholders of
                the Seller taking appropriate action to authorize and approve
                the execution, delivery and performance of this Agreement, the
                offer, sale and delivery of the Shares and each other agreement
                and document required to be executed and delivered pursuant
                hereto and thereto, and approving and authorizing the other
                transactions contemplated hereby and thereby;

         (viii) the Escrow Agreement between the Escrow Agent, the Purchaser and
                the Seller;

         (ix)   certification of recent date by the tax authorities of the
                Republic of Cyprus, confirming that the Company has no due and
                unpaid tax liabilities;

         (x)    copies of such other documents and papers as Purchaser or its
                counsel may reasonably request in connection therewith, all in
                form and substance reasonably satisfactory to Purchaser and its
                counsel.

     (b) that a general meeting and a board meeting of the Company is held at
         which it is resolved that:

         (i)  such persons as the Purchaser nominates are appointed as directors
              and deputy directors of the Company.

     (c) that all indebtedness due from the Seller or any person connected with
         the Seller to the Company is satisfied in full.

     (d) that the Company is released from all guarantees and indemnities given
         by it in respect of the Seller's liabilities or those of any person
         connected with the Seller.
4.3  Upon completion of all matters referred to in Section 4.2 above the
     Purchaser shall deliver 65 percent of the share certificates for the New
     Shares to the Seller and deposit the remaining share certificates with the
     Escrow Agent as set forth in Section 3.2 above.


5.   REPRESENTATIONS AND WARRANTIES OF THE SELLER
-------------------------------------------------

     The Seller hereby represents and warrants to the Purchaser as the date
     hereof and as of the Closing Date that:

                                                                    Page 5 of 21
<PAGE>

5.1 Power and authority of the Seller

    (a) The Seller is a company duly organized and validly existing under the
        laws of The Netherlands Antilles.

    (b) The Seller has full power and authority to execute and deliver this
        Agreement and each other document or instrument delivered in connection
        herewith and to consummate the transactions contemplated hereby.

5.2 Violation of Laws and Regulations

    The execution and delivery of this Agreement by the Seller and the
    completion of the transactions contemplated hereby:

    (a) will not violate any provision of the articles of association of the
        Seller;

    (b) will not to any material extent violate any statute, rule, regulation,
        order or decree of any public body or authority by which the Seller or
        any of its properties or assets is bound; and

    (c) will not to any material extent result in a violation or breach of, or
        constitute a default under, any license, franchise, permit, agreement or
        other instrument to which the Seller is a party, or by which the Seller
        or any of its properties or assets is bound,

    excluding from the foregoing Sections 5.2 (a) to (c) violations, breaches or
    defaults which, either individually or in the aggregate, would not prevent
    the Seller from performing its obligations under this Agreement or the
    completion of the transactions contemplated by this Agreement.

5.3 Corporate records and documentation

    Seller has furnished to Purchaser a complete and correct copy of the
    Company's certificate of incorporation, articles of association and bylaws.
    The Company's certificate of incorporation, articles of association and
    bylaws are in full force and effect, and the Company is not in violation of
    any of the provisions thereof.

5.4 Title to the Shares

    The Seller owns the Shares free and clear of all liens, encumbrances,
    claims, options and restrictions of every kind. The Seller has good and
    marketable title to the Shares and has the right, power and authority to
    exchange and deliver the Shares to the Purchaser in accordance with the
    terms of this Agreement.

5.5 The Shares

                                                                    Page 6 of 21
<PAGE>

    The Shares represent one hundred per cent (100 %) of all of the issued share
    capital of the Company and one hundred per cent (100 %) of the voting power
    of the Shares, and the Shares have been duly authorized, validly issued and
    are fully paid. There are no outstanding obligations, warrants, debentures,
    options, preemptive rights or other agreements to which the Seller or the
    Company is a party or otherwise bound, providing for the issuance of any
    additional shares or for the purchase, repurchase, redemption or other
    acquisition of the Shares, except for this Agreement.

5.6 Financial

    (a) The Company has neither an equity interest in, nor the right or option
        to acquire an equity interest in, any other entity, and the Company is
        not a participant, as a partner or otherwise, in any joint venture.

    (b) The Company has delivered to the Purchaser the following financial
        statements translated into English, attached hereto as Schedule 5.6 (b):

        (i)    unaudited balance sheet for the Company as of September 15, 2000;
               and

        (ii)   unaudited profit and loss statements of the Company as of
               September 15, 2000,

        collectively referred to as the "Financial Statements".

    (c) The foregoing Financial Statements:

        (i)   are complete and correct in all material respects and give a true
              and fair view of the financial position and results of the
              operations of the Company as of said dates and for said periods
              and have been prepared from and in accordance with the books and
              records of the Company;

        (ii)  have been prepared in accordance with Cyprus law and GAAP, applied
              on a basis consistent with that of preceding periods; and

        (iii) contain and reflect such reserves as were necessary and required
              by the laws, principles and rules referred to under (ii) above to
              be reflected in such statements as of said dates for all
              liabilities, actual, contingent or accrued, and for all reasonably
              anticipated losses and costs (in excess of expected receipts) and
              for all warranty claims, discounts or refunds with respect to
              services and/or products already rendered or sold, such reserves
              being based upon events or circumstances in existence or likely to
              occur in the future with respect to any contracts or commitments
              of the Company.

    (d) The Company has not received nor will receive any conditional or
        unconditional shareholders' contributions, except as disclosed in
        Schedule 5.6 (d).

    (e) The Company has not pledged any assets, has no commitments or contingent
        liabilities and the Company has full and exclusive title to all assets
        in the balance sheets of

                                                                    Page 7 of 21
<PAGE>

        the Financial Statements and the assets of the Company are not the
        subject of any encumbrances or restrictions of whatever nature.

    (f) The activities of the Company during the period from September 15, 2000
        to the date hereof have been conducted in the ordinary course of
        business with a view to maintaining its business as a going concern and
        there has not occurred or arisen since September 15, 2000 with respect
        to the Company:

        (i)    any material adverse change in its financial conditions or in the
               operations of its business; or

        (ii)   any obligations, commitments or liabilities, liquidated or
               unliquidated, contingent or otherwise, except obligations,
               commitments and liabilities arising in the ordinary course of
               business and which are not material in relation to its business;
               or

        (iii)  any amendment or termination, or any agreement to amend or
               terminate any Material Agreement, save in the ordinary course of
               business; or

        (iv)   any extraordinary event or any extraordinary loss suffered or any
               waiver of any debts, claims, rights under any Material Agreement,
               or other rights representing a value in excess of USD 10,000; or

        (v)    any damage, destruction, or loss or any other event or condition,
               whether covered by insurance or not, materially and adversely
               affecting its properties and business representing loss to
               property in the aggregate in excess of USD 10,000; or

        (vi)   any sale, assignment, transfer, pledge, lease or other disposal
               of any individual asset with a value in excess of USD 10,000; or

        (vii)  any increase in the rates of compensation (including bonuses)
               payable or to become payable to any officer, employee, agent,
               independent contractor or consultant; or

        (viii) any change of accounting methods, principles or practices; or

        (ix)   any investment in fixed assets that exceed individually USD
               10,000 or in the aggregate USD 10,000; or

        (x)    any transaction other than in the ordinary course of business;

        and the Company has not agreed or arranged to do any of the foregoing.

    (g) Since September 15, 2000 no dividends or interim dividends have been
        declared or paid by the Company.

                                                                    Page 8 of 21
<PAGE>

    (h) All accounts receivable of whatever nature appearing in the accounts of
        the Company are fully collectible and will be fully paid up to the book
        value on the date each account's receivable falls due.

    (i) The budgets and forecasted result for the Company for the year of 2000,
        Schedule 5.6 (i), have been prepared with all reasonable care and there
        is no reason to assume that the budgets and forecasted result of the
        Company are not accurate.

5.7 Taxes

    (a) All notices, computations and returns which ought to have been given or
        made have been properly and duly submitted by the Company to the
        relevant taxation or excise authority and all information, notices,
        computations and returns submitted to such authorities are true and
        accurate and are not subject of any material dispute nor are likely to
        become the subject of any material dispute with such authorities.

    (b) All taxes of any nature whatsoever for which the Company is liable have
        been duly paid or reserved for in the accounts.

    (c) The Company has never suffered any investigation, audit or visit by any
        taxation or excise authority, and the Seller is not aware of any such
        investigation, audit or visit planned for the next twelve months.

    (d) All amounts required to be withheld or collected under applicable
        foreign, federal, state, local or other tax laws and regulations by the
        Company for income taxes, social security taxes, unemployment insurance
        and other employee withholding taxes, or other taxes, have been so
        withheld or collected, and such withholding or collection has either
        been paid to the respective governmental agencies or set aside in
        accounts for such purpose or accrued and reserved against and entered on
        the Financial Statements.

    (e) The Company is not primarily or jointly and severally liable for the
        taxes of any other person as a result of having been an affiliate or
        receiving substantially all of the assets of such person.

5.8 Assets and Properties

    (a) The Company has exclusive title to all of the personal and real property
        and other assets reflected in the accounts, and as further itemized in
        Schedule 5.8 (a), except for such assets that are leased. The assets
        will not be subject to encumbrances, mortgages, liens, charges or other
        restrictions and the Company has not provided any guarantees.

    (b) All personal property of the Company are usable to the benefit of the
        Company's business and are in good physical repair and condition,
        ordinary wear and tear excepted.

    (c) All Assets whether or not recorded on the books of the Company that
        heretofore have been used in the Company's business have been included
        in the transfer to the Purchaser under the terms of this Agreement.

                                                                    Page 9 of 21
<PAGE>

5.9  Leasehold Properties

     (a) The Company does not have any Leasehold Properties, or commitments
         related to any Leasehold Properties whatsoever.

5.10 Compliance with statutes and licenses

     The operations of the Company have been conducted in all respects in
     accordance with and meet the applicable laws and regulations of all
     governmental, municipal or other authorities having jurisdiction over the
     Company. All governmental and other authority licenses and permits required
     for the operation of the Company are, to a material extent, in full force
     and effect and no violations are or have been recorded in respect of any
     such existing licenses or permits and remain uncorrected and no proceeding
     is pending which seeks the revocation or limitation of any such existing
     licenses or permits.

5.11 Agreements

     (a) There are no other Material Agreements than those listed in Schedule
         5.11 (a), of which full copies (to the extent such agreements are in
         writing or a summary thereof of any oral agreements) have been
         disclosed to the Purchaser.

     (b) The Company has neither received nor given notice of termination of any
         Material Agreement.

     (c) No party to any Material Agreement has the right to terminate or modify
         its obligations as a result of the transactions contemplated herein.

     (d) The Company is not in default under any Material Agreement, which
         default will have a Material Adverse Effect.

5.12 Litigation

     No actions, suits, proceedings or governmental investigation is pending or
     to the best of the Seller's knowledge, threatened against the Seller or the
     Company. To the best of the Seller's knowledge, neither the Seller nor the
     Company is in default with respect to any order, injunction or decree by
     any court or governmental department or agency.

5.13 Intellectual Property

     The Company owns or has valid licenses, or other agreements to use, the
     Intellectual Property, free and clear of all liens, pledges, or other
     encumbrances. The use by the Company of the Intellectual Property does not
     infringe the rights of any third parties.

5.14 Employees

                                                                   Page 10 of 21
<PAGE>

     (a) The Company does not have any written or oral contracts of employment
         with any employee of the Company, and the Company is not a party to or
         subject to any collective bargaining agreements and has not been a
         party to or subject to any collective bargaining agreement or plan
         during the last 5 years

     (b) There are no deferred compensation agreements, pensions, profit
         sharing, severance pay, retirement plans or other agreement plans,
         practices or programs providing any employee benefits. Full
         reservations have been made in the Financial Statements for all present
         and/or future liabilities in respect of pensions and other payments
         related to compensations to be paid to employees.

     a)  Neither the Seller nor any director, officer or other Employee of the
         Seller, the Company, or any relatives of any of the foregoing owns,
         directly or indirectly, individually or collectively, any interest in
         any corporation, company, partnership, entity or organization which is
         in a business similar or competitive to the businesses of the Company
         or which has any existing undisclosed contractual relationship with the
         Company.

     b)  The Seller and the members of the board of directors of the Company
         have no claims for compensation of any nature whatsoever relating to
         the period before or after the Closing.

     (e) The Company has complied in all material respect with all applicable
         laws, ordinances, rules, regulations, agreement and requirements
         relating to the employment of labor. The Company is not liable for any
         arrears of wages or any taxes or penalties for failure to comply with
         any of the foregoing.

     (f) Annexed hereto as Schedule 5.14 (f) is a list of all employees,
         together with a list of all other persons being authorized to sign for
         the Company, including all persons authorized to operate any bank
         accounts and safe deposits. Schedule 5.14 (f) also includes those
         employees holding credit cards for the Company.

5.15 Environmental

     (a) The Company has complied in all material respects with all relevant
         environmental laws and environmental licenses and all environmental
         licenses are valid and subsisting and the Company has not received any
         written notice that any such environmental license is being revoked,
         amended, varied, withdrawn or not renewed.

     (b) No proceedings have been issued or are outstanding against the Company
         in respect of any breach of any legislation concerning the environment.


5.16 Insurance

     The are no Insurance Policies currently in effect.

                                                                   Page 11 of 21
<PAGE>

5.17 Conduct of Business

     (a) The Company has conducted its business at all times in accordance with
         and has complied with applicable national and local laws relating to
         its operations and business, and is not a party to or subject to any
         judgement, decree or order entered in any suit or proceeding brought by
         any governmental or local agency or authority or any other person or
         party enjoining or otherwise restraining or restricting the Company
         with respect to any business activity or practice in the conduct of
         business which is related to, necessary or incidental to the business
         conducted by it and will not be, in respect of circumstances, existing
         before or upon the Closing Date or related thereto; there is no
         controversy or investigation pending or threatened with respect to the
         Company's business by any governmental or local agency or authority or
         any other person or party.

     (b) The Company is not and shall not be liable, due to circumstances
         existing before or upon Closing or related thereto, to compensate for
         damages caused to the environment, or third parties by
         products/services sold or otherwise in excess of what has been provided
         for in the accounts.

5.18 Relationship to the Seller and related companies

     There are no agreements between the Company and the Seller or any of its
     affiliated companies officers, directors or stockholders other than in the
     ordinary course of business.

5.19 There are no fee splitting, revenue or profit sharing agreements between
     the Seller and/or Company and any third party, except as described in
     schedule 5.11 (a).

5.20 Investment Representation

     Seller represents to the Purchaser that it is acquiring the New Shares
     (hereinafter, the "Securities") for investment and with no present
     intention of distributing or reselling the Securities or any part thereof
     in violation of any applicable law.


6.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
----------------------------------------------------

     The Purchaser hereby represents and warrants as of the Closing Date that:

6.1  Power and authority of the Purchaser

     (a) The Purchaser is a company duly organized and validly existing under
         the laws of Nevada.

     (b) Upon approval of this Agreement by the board of directors and the
         approval, if necessary, of the General Meeting of the Shareholders of
         the Purchaser as contemplated by Section 9 below, the Purchaser has
         full power and authority to purchase the Shares and to perform all
         other undertakings hereunder and the execution, delivery and

                                                                   Page 12 of 21
<PAGE>

         performance of this Agreement. Upon approval this Agreement is a valid
         and binding obligation of the Purchaser enforceable against the
         Purchaser in accordance with the terms herein.



6.2 Violation of Laws and Regulations

    Assuming all filings, registrations, approvals, notifications etc required
    by applicable laws are duly made, the execution and delivery of this
    Agreement by the Purchaser and the completion of the transactions
    contemplated hereby:

    (a) will not violate any provision of the articles of association of the
        Purchaser;

    (b) will not violate any statute, rule, regulation, order or decree of any
        public body or authority by which the Purchaser or any of its properties
        or assets is bound; and
    (c) will not result in a violation, breach of or constitute a default under
        any license, franchise, permit, agreement or other instrument to which
        the Purchaser is a party, or by which the Purchaser or any of its
        properties or assets is bound,

    excluding from the foregoing Sections 6.2 (a) to (c) violations, breaches or
    defaults which, either individually or in the aggregate, would not prevent
    the Purchaser from performing its obligations under this Agreement or the
    completion of the transactions contemplated by this Agreement.


7.  COVENANTS AND OTHER UNDERTAKINGS OF THE PARTIES
---------------------------------------------------

7.1 The Seller shall afford to the officers, representatives and advisers of the
    Purchaser access to the plants, properties, books and records of the Company
    and will furnish to the Purchaser such additional financial and operation
    data and other information as to the business and properties of the Company
    ("Due Diligence").

7.2 Notwithstanding the above, the Seller shall provide such other information,
    and execute and deliver all such other and additional instruments, notices,
    releases, undertakings, consents and other documents, and shall do all such
    other acts and things, as may be reasonably requested by Purchaser as
    necessary to assure to Purchaser all the rights and interests granted or
    intended to be granted under this agreement.

7.3 After the Closing the Seller shall not sell, assign, transfer or otherwise
    dispose of more than fifty percent (50%) of the New Shares for one year
    hereafter.

7.4 Notwithstanding the provisions of Section 7.3 above, the Seller may transfer
    any or all of the New Shares in the Purchaser upon approval from the
    Purchaser, subject to U.S. Securities law restrictions.

                                                                   Page 13 of 21
<PAGE>

7.5 The Seller and/or any related parties to the Seller covenants with the
    Purchaser (for itself and as agent for the Company) that it shall not:

    a)  for a period of two (2) years from the Closing Date be concerned in any
        business carrying on businesses in the world which is competitive with
        any subscription and/or membership businesses carried on by the Company
        as of the Closing Date; or

    b)  make use of or (except as required by law or any competent regulatory
        body) disclose or divulge to any third party any information of a secret
        or confidential nature relating to the business or affairs of the
        Company or its customers or suppliers; or

    c)  make any use of the Company's customer database as from the Closing
        Date.

7.6 The Seller will provide such other information, and execute and deliver all
    such other and additional instruments, notices, releases, undertakings,
    consents and other documents, and will do all such other acts and things, as
    may be reasonably requested by the Purchaser as necessary to assure to the
    Purchaser all the rights and interest granted or intended to be granted
    under this Agreement. The Seller shall take or shall cause to be taken such
    other reasonable actions as the Purchaser may require to more effectively
    transfer, convey and assign to, and vest in the Purchaser, and put the
    Purchaser in possession of, the Shares as contemplated by this Agreement.


8.  INDEMNIFICATION
-------------------

8.1 Breach of Warranties

    Subject to Section 8.3, Seller shall indemnify and hold harmless Purchaser
    and the Company against and in respect of any damages, losses, costs or
    expenses that arise in connection with any breach by the Seller of the
    representations, warranties or covenants given herein, ("Losses").

8.2 Set-Off

    The Purchaser shall be entitled to a set-off against the New Shares
    deposited with the Escrow Agent for any Losses which are incurred by the
    Purchaser or the Company and for which the Seller shall indemnify the
    Purchaser pursuant to the terms of this Agreement, a "Claimed Set-Off".
    Buyer shall give the Seller written notice of any Claimed Set-Off. The
    Seller shall have twenty (20) days from the date of the Purchaser's written
    notice to object to the Claimed Set-Off. The Seller shall make any objection
    to a Claimed Set-Off in writing and shall forward the same to both the
    Purchaser and the Escrow Agent. If the Seller does not timely object, the
    Purchaser may give unilateral written notice to the Escrow Agent to release
    to the Purchaser an amount of New Shares necessary to satisfy the Claimed
    Set-Off, which unilateral notice the Seller hereby acknowledges to be
    sufficient to authorize the Escrow Agent to release the New Shares as
    directed by the Purchaser. In determining the number of New Shares necessary
    to be released in order to satisfy the Claimed Set-Off, the value of each
    New Share shall be the fair market value at the Closing Date, as set forth
    in

                                                                   Page 14 of 21
<PAGE>

    3.1 above. If the Seller does object in a timely manner, the Escrow Agent
    shall not release any New Shares to the Purchaser until the Escrow Agent
    receives instructions which are signed by both the Seller and the Purchaser,
    or until the dispute has been definitely resolved by arbitral proceedings.
    If the Seller does timely object and the Seller and the Purchaser are unable
    to agree to the amount of a Claimed Set-Off within thirty (30) days, either
    the Seller or the Purchaser may institute arbitral proceedings for a
    determination of the amount of the Claimed Set-Off.

8.3 Limitation of Liability

    (a) The liability of the Seller shall be limited as follows:

        (i)   the Seller shall have no liability in respect of any breach or
              breaches of the warranties or covenants unless the amount of the
              liability in respect of such breach or breaches exceeds in
              aggregate the sum of USD 10,000 in which case (subject to the
              other provisions of this Section 8) the whole amount of the
              liability shall be payable;

        (ii)  the maximum aggregate liability of the Seller in respect of all
              and any claims in respect of the warranties and covenants shall
              not exceed the Consideration;

        (iii) liability in respect of the warranties and covenants shall
              terminate on the second anniversary of the Closing, except in
              respect of any claim of which notice in writing (specifying in
              reasonable detail the event, matter or default which gives rise to
              the claim and, if practicable, an estimate of the amount claimed)
              is given to the Seller before that date;

        (iv)  Irrespective of the time limit above, the Purchaser may, after the
              two (2) year period, claim compensation for:

              (1) taxes relating to the provisions of Section 5.7; and

              (2) claims from third parties against the Company.

8.4 Notification

    (a) In case either the Purchaser or the Company becomes aware of any claim
        for which the Seller may be liable, the Purchaser shall, in order to
        maintain the right to bring a claim against the Seller:

        (i)   as soon as reasonably practicable, but in no event later than
              twenty (20) days after the date the Purchaser or the Company
              becomes aware of any circumstance giving rise to a claim, give
              written notice thereof to the Seller;

        (ii)  not make any admission of liability, agreement or compromise with
              any person, body or authority in relation thereto, without
              obtaining the prior written consent of the Seller;

                                                                   Page 15 of 21
<PAGE>

        (iii) take such action, as the Seller may reasonably request, to avoid
              dispute, appeal, compromise or defend such claim, with the
              proviso, however, that the Purchaser shall not (and shall procure
              that the Company shall not) accept or pay or compromise or make
              any submission in respect of such claim, without the Seller's
              prior written consent thereto; and

        (iv)  give the Seller, or the Seller's duly authorized representatives,
              reasonable access to relevant accounts, documents and records of
              the Company to enable the Seller, or the Seller's duly authorized
              representatives, to examine such accounts, documents and records
              and to take photocopies thereof.


9.  CONDITIONS PRECEDENT AND RIGHT OF TERMINATION
-------------------------------------------------

9.1 The obligation of the Purchaser to consummate this Agreement and the
    transactions hereunder shall be conditioned upon any or each of the
    following conditions precedent:

    (a) the board of directors of Purchaser shall have approved this Agreement
        and the transactions contemplated hereby.

    (b) the General Meeting of the Shareholders of the Purchaser, if necessary,
        shall have approved this Agreement and the transactions contemplated
        including the issuance of New Shares to the Seller.

    (c) compatibility and compliance with U.S. Federal and state securities
        regulations, including, if necessary, registration of the New Shares
        under the provisions of the Securities Act of 1933, unless an exemption
        from such registration is available.

    (d) The Seller shall have performed and complied in all material respects
        with all obligations, covenants and conditions contained herein which
        are required to be performed or complied with by the Seller prior to or
        on the Closing Date.

    (e) The representations and warranties of the Seller set forth in Section 5
        of this Agreement shall be true and correct in all material respects on
        and as of the Closing Date with the same effect as though such
        representations and warranties had been made on and as of the Closing
        Date.

    (f) The Purchaser shall have been given the opportunity to complete a Due
        Diligence in accordance with Section 7.1 above.

    (g) No Material Adverse Effect shall have occurred since September 15, 2000,
        as determined by Purchaser.

    (h) No order of any court or governmental authority shall be in effect which
        restrains or prohibits the transactions contemplated hereby and no suit,
        action, investigation, inquiry or proceeding by any governmental
        authority or any other person or legal or

                                                                   Page 16 of 21
<PAGE>

        administrative proceeding shall be pending or threatened which
        challenges the consummation of the transactions contemplated hereby or
        which may have a Material Adverse Effect.

9.2 The Purchaser shall in its sole discretion have the right to terminate all
    transactions contemplated by this Agreement at any time prior to Closing
    without any obligations to reimburse the Seller for any costs, expenses,
    damages or other compensations incurred or suffered due to the Purchaser's
    termination.


10. ANNOUNCEMENTS
-----------------

    No announcements concerning this transaction or any ancillary matter will be
    made before, on or after Closing by any party to this agreement (or any
    person connected with the party) except as required by law or the rules of
    any stock exchange without the prior written approval of the Seller and
    Purchaser.


11. NOTICES
-----------

    (a) All notices, consents or other communications under or in connection
        with this Agreement shall be given in writing or by facsimile. Any such
        notice or consent will be deemed to be given as follows:

        (i)  if in writing, when delivered; and

        (ii) if by facsimile, when received.

        However, a notice given in accordance with the above but received on a
        non-Business Day or after business hours in the place of receipt will
        only be deemed to be given at the opening of business on the next
        Business Day.

    (b) The addresses and facsimile numbers of each party for all notices under
        or in connection with this Agreement are:

        (i)  in the case of the Seller:

             Orville Multi Finance N.V.
             Maduro Plaza Dokweg 19
             Quracao
             Netherlands Antilles
             Att: Ron Cristina
             Facsimile: +5999 736 61 01

                                                                   Page 17 of 21
<PAGE>

        (ii) In the case of the Purchaser:

             Law Offices of Guzik & Associates
             1800 Century Park East, 5th floor
             Los Angeles, California
             U.S.A.
             Att: Sam Guzik
             +1-310-788-2835

        or such other as a party may notify to the other party by no less than
        five (5) Business Days' notice.


12. CONFIDENTIALITY
-------------------

    The parties undertake not to disclose any Confidential Information unless
    (i) required to do so by law; (ii) required to do so by any applicable stock
    exchange regulations; (iii) such disclosures are made in connection with the
    ordinary course of business of the Company; or (iv) disclosure has been
    consented to by the other party.


13. LANGUAGE
------------

    The language of this Agreement is English and all documents and notices
    hereunder shall be in English unless otherwise agreed by both parties.


14. WHOLE AGREEMENT
-------------------

    This Agreement, including the Schedules hereto and other documents referred
    to herein which form a part hereof, contain the entire understanding of the
    parties hereto with respect to the subject matter contained herein and
    therein. All prior negotiations and agreements between the parties hereto
    with respect to the transactions provided for herein are superseded by this
    Agreement.


15. WAIVER
----------

    The failure of any party to insist upon strict adherence to any term of this
    Agreement on any occasion shall not be considered a waiver of any right
    hereunder, nor shall it deprive that party of the right thereafter to insist
    upon the strict adherence to that term or any other terms of this Agreement.


16. AMENDMENTS
--------------

                                                                   Page 18 of 21
<PAGE>

     No change, termination or attempted modification of any of the provisions
     of this Agreement shall be binding on the Seller or on the Purchaser unless
     agreed by both parties in writing. No modification, termination,
     rescission, discharge or cancellation of this Agreement shall affect the
     right of the Purchaser or the Seller to enforce any claim, whether or not
     liquidated, that accrued prior to the date of such notification,
     termination, rescission, discharge or cancellation of this Agreement.


17.  INVALIDITY
---------------

     If for any reason any term, warranty, representation, covenant or condition
     herein shall be declared or deemed void, invalid or unenforceable, such
     shall not render void, invalid or unenforceable this Agreement or any other
     term, covenant or condition herein contained if in spite of the exclusion
     of the invalid provision, the Agreement can be given effect in line with
     the main purposes of the parties.


18.  ASSIGNMENT
---------------

     This Agreement may not be transferred, assigned, pledged or hypothecated by
     any party hereto, other than by operation of law. This Agreement shall be
     binding upon and shall inure to the benefit of the parties hereto and their
     respective heirs, executors, administrators, successors and permitted
     assignees.


19.  FEES AND EXPENSES
----------------------

     Except as otherwise set forth in this Agreement, each party shall pay its
     own and its advisers' fees and expenses (including financial and legal
     advisors) whether relating to the preparation, the carrying out of this
     Agreement, the Closing hereunder or the completion of the transactions
     herein contemplated and no such fees or cost will be charged to the
     Company.


20.  GOVERNING LAW AND DISPUTES
-------------------------------

20.1 This Agreement shall be governed by the substantive laws of Nevada.

20.2 Any dispute, controversy or claim arising out of or in connection with this
     Agreement, or the breach, termination or invalidity thereof shall be
     settled by arbitration in accordance with Nevada Laws. The arbitration
     tribunal shall be composed of three arbitrators. The place of arbitration
     including the making of the award shall be Las Vegas. The language to be
     used in the arbitration proceedings shall be English.

                             _____________________

                                                                   Page 19 of 21
<PAGE>

IN WITNESS WHEREOF, the parties have duly executed this Agreement in two (2)
original copies of which each party has retained one copy on the date first
written above.




Private Media Group, Inc.               Orville Multi Finance N.V.




/s/                                     /s/
---------------------------------       -------------------------------
Director                                Director

                                                                   Page 20 of 21
<PAGE>

                  List of Schedules for Acquisition Agreement


[All schedules have been omitted.  Schedules will be furnished to the SEC upon
request.]


Schedule 1                  Insurance Policies

Schedule 3.1 (b)            Terms and Conditions for Stock Options

Schedule 3.2                Escrow Agreement

Schedule 5.6 (b)            Financial Statements

Schedule 5.6 (d)            Shareholder Contributions

Schedule 5.6 (i)            Company Budget and Forecast

Schedule 5.8 (a)            Company Assets

Schedule 5.11 (a)           Material Agreements

Schedule 5.14 (g)           Authorized Corporate Signatories

Schedule 7.4                Share and Stock Option Transfer Conditions

                                                                   Page 21 of 21