RESTATED ARTICLES OF INCORPORATION
                         OF PRIVATE MEDIA GROUP, INC.
 
                                   ARTICLE I
 
Name. The name of the Corporation (hereinafter called the Corporation) is
Private Media Group, Inc.
 
                                  ARTICLE II
 
Period of Duration. The period of duration of the Corporation is perpetual.
 
                                  ARTICLE III
 
Purposes and Powers. The purposes for which this Corporation is organized is to
acquire oil and gas leases, properties and patents, to invest in and acquire
stocks, bonds, business investments, real estate investments and to engage in
any and all other lawful business.
 
                                  ARTICLE IV
 
Capitalization. The Corporation shall have the authority to issue 50,000,000
shares of common stock with each share of common stock having a par value of
$.001 (one mil). The common stock of the Corporation is of the same class and
shall have the same rights and preferences.
 
The Corporation shall have the authority is issue 10,000,000 shares of preferred
stock with each share of preferred stock having a par value of $.001 (one mil.)
The Board of Directors of the Corporation shall have the authority to fix the
designations, rights and preferences or other variations of this class or any
series within this class.
 
Fully paid stock of the Corporation shall not be liable for further call or
assessment. All shares shall be issued at the direction of the Board of
Directors.
 
                                   ARTICLE V
 
Directors. The corporation shall be governed by a Board of Directors no less
than one (1) and no more than nine (9) directors.
 
                                  ARTICLE VI
 
Commencement of Business. The Corporation shall not commence business until at
least One Thousand Dollars ($1,000) has been received by the Corporation as
consideration for the issuance of it's shares.
 
                                  ARTICLE VII
 
Preemptive Rights. There shall be no preemptive right to acquire unissued and/or
treasury shares of the stock of the Corporation.
 
                                 ARTICLE VIII
 
Voting of Shares. Each outstanding share of stock shall be entitled to one vote
on each matter submitted to a vote at a meeting of Shareholders. Each
stockholder shall be entitled to vote or its shares in person or by
 
 
                                       1
<PAGE>
 
proxy, executed in writing by such stockholder, or by his duly authorized
attorney in fact. At each election of directors, every stockholder entitled to
vote in such election in person or by proxy the number of shares owned by him or
it for as many persons as there are directors to be elected and for whose
election he or it has the right to vote, but the shareholder shall have no right
to accumulate his or its shares wit regard to such election.
 
                                  ARTICLE IX
 
By-Laws. The By-Laws of the Corporation may be amended repealed or restated, in
any manner, by either the Board of directors of the Corporation or the
Shareholders of the Corporation. Any By-Law, after this date, specifically
adopted or amended by the Shareholders of the Corporation may not be amended,
altered or changed without the approval of the Shareholders of the Corporation.
 
                                   ARTICLE X
 
Liability of Directors, Officers and Agents. No director, officer or agent, to
include legal counsel, shall be personally liable to the corporation or
stockholders for monetary damages for any breach of fiduciary duty by such
person. Notwithstanding the foregoing sentence, the director, officer or agent
shall be liable to the extent provided by the applicable laws, (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (ii) for payment of dividends in violation of NRS. 78.300.
 
The provisions hereof shall not apply to or have any effect on the liability or
alleged liability of any officer, director or agent of the corporation for or
with respect to any acts or omissions of such person occurring prior to this
amendment.
 
                                  ARTICLE XI
 
No Application. The corporation shall NOT be governed by nor shall the
provisions of NRS 78.378 through and including NRS 78.3793 and NRS 78.411
through and including NRS 78.444 in any way whatsoever affect management,
operation, or be applied to this Corporation.
 
                                  ARTICLE XII
 
Common Directors. As provided in NRS 78.140, without repeating the section in
full here, the same is adopted and no contract or other transaction between this
Corporation and any of its officers, directors or agents shall be deemed void or
voidable solely for that reason. The balance of the provisions of the code
section cited, as it now exists, allowing such transactions, is hereby
incorporated in the Article as though more fully set forth.
 
The below officers hereby state and affirm that they have been authorized to
execute these Restated Articles of Incorporation by a resolution of the Board of
Directors adopted on December 23, 1999 and that the above provisions correct set
forth the text of the article of incorporation of Private Media Group, Inc., as
amended to this date.
 
Dated this 23rd Day of December 1999
 
/s/ Berth Milton ______________________
Berth Milton, President
 
 
                                       2
<PAGE>
 
/s/ W. Sterling Mason Jr. _______________
W. Sterling Mason Jr., Assistant Secretary
 
 
                                       3