AMENDMENT TO EMPLOYMENT AGREEMENT

         This Amendment, dated January 7, 2004 (the "Amendment"), to the
Employment Agreement, dated August 1, 2002 (the "Agreement"), by and between
Karyn Miller (the "Executive") and New Frontier Media, Inc. ("NFM"). Terms not
otherwise defined herein shall have the meaning described to them in the
Agreement.

                                W I T N E S S T H

         WHEREAS, the parties hereto desire to amend the Agreement as
hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained in the Agreement, as amended, and
for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

     1. Section 1 of the Agreement is hereby deleted in its entirety and
replaced with the following:

        EMPLOYMENT PERIOD. NFM hereby agrees to employ the Executive,
        and the Executive hereby agrees to accept employment by NFM,
        in accordance with the terms and conditions of this Agreement,
        for the period commencing on the date of this Agreement (the
        "Effective Date") and ending at midnight on March 31, 2006
        (the "Employment Period").

     2. The Agreement, as amended by this Amendment, contains the entire
agreement between the parties hereto and there are no agreements, warranties or
representations which are not set forth therein or herein. This Amendment may
not be modified or amended except by an instrument in writing duly signed by or
on behalf of the parties hereto.

     3. This Amendment shall be governed by and construed and enforced in
accordance with the local laws of the State of Colorado applicable to agreements
made and to be performed entirely within the State, without regard to conflict
of laws principles.

     4. This Amendment may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


     IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by them or their duly authorized representatives as of the date first
written above.

                                           NEW FRONTIER MEDIA, INC.

                                           By:  /s/ Michael Weiner
                                                ----------------------------
                                           Name:    Michael Weiner
                                                ----------------------------
                                           Title:   CEO
                                                ----------------------------



                                           EXECUTIVE:

                                                /s/ Karyn Miller
                                               ----------------------------
                                                    Karyn Miller