-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OMZKTFJwi6HFek0Ty/e6pDTu/NjGkHjgxZrP9uGEsLlG0B5tygbhuc7CCqOntrqJ b6+BmwGDN1WFg435VRGCVA== 0001132072-02-000262.txt : 20020814 0001132072-02-000262.hdr.sgml : 20020814 20020814180400 ACCESSION NUMBER: 0001132072-02-000262 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW FRONTIER MEDIA INC /CO/ CENTRAL INDEX KEY: 0000847383 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE DISTRIBUTION [7822] IRS NUMBER: 841084061 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-23697 FILM NUMBER: 02737866 BUSINESS ADDRESS: STREET 1: 5435 AIRPORT BLVD STREET 2: SUITE 100 CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3034440632 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC ACQUISITIONS INC DATE OF NAME CHANGE: 19600201 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL SECURITIES HOLDING CORPORATION DATE OF NAME CHANGE: 19920703 10-Q 1 s15-3012_10q.txt FORM 10-Q - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM 10 -Q /X/ Quarterly report under section 13 or 15(d) of the Securities and Exchange Act of 1934. For the quarterly period ended June 30, 2002 / / Transition Report under Section 13 or 15(d) of the Exchange Act. For the transition period from __________________ to __________________ 000-23697 (Commission file number) NEW FRONTIER MEDIA, INC. (Exact name of small business issuer as specified in its charter) Colorado 84-1084061 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification Number) 7007 Winchester Circle, Suite 200, Boulder, Co 80301 (Address of principal executive offices) (303) 444-0900 (Issuer's telephone number) (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / As of August 5, 2002, 21,322,816 shares of Common Stock, par value $.0001, were outstanding. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FORM 10-Q NEW FRONTIER MEDIA, INC. Index

2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN 000S) ASSETS

The accompanying notes are an integral part of the unaudited consolidated financial statements. 3 NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) (IN 000S) LIABILITIES AND SHAREHOLDERS' EQUITY

The accompanying notes are an integral part of the unaudited consolidated financial statements. 4 NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN 000S)

The accompanying notes are an integral part of the unaudited consolidated financial statements. 5 NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) IN (000'S)

The accompanying notes are an integral part of the unaudited consolidated financial statements. 6 NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN 000S)

The accompanying notes are an integral part of the unaudited consolidated financial statements. 7 NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION The accompanying financial statements have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted pursuant to such rules and regulations. These statements include all adjustments considered necessary for a fair presentation of financial position and results of operations. The financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the latest annual report on Form 10-K. The results of operations for the three-month period ended June 30, 2002 are not necessarily indicative of the results to be expected for the full year. Certain amounts reported for prior periods have been reclassified to conform to the current year's presentation. The accompanying consolidated financial statements include the accounts of New Frontier Media, Inc. ("the Company" or "New Frontier Media") and its wholly owned subsidiaries Colorado Satellite Broadcasting, Inc. d/b/a The Erotic Networks ("CSB" or "TEN") and Interactive Gallery, Inc. ("IGI"). BUSINESS New Frontier Media is a publicly traded holding company for its operating subsidiaries. TEN is a leading provider of adult programming to multi-channel television providers and low powered direct-to-home C-Band households. Through its six networks--Pleasure, TeN, ETC, Extasy, True Blue and X-Cubed--TEN is able to provide a variety of editing styles and programming mixes that appeal to a broad range of adult customers. IGI is a leading aggregator and reseller of adult content via the Internet. IGI aggregates adult-recorded video, live-feed video and still photography from adult content studios and distributes it via its membership websites and Pay-Per-View feeds. In addition, IGI resells its aggregated content to third party web masters and resells its Internet traffic that does not convert into memberships. USE OF ESTIMATES The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates have been made by management in several areas, including, but not limited to, the realizability of accounts receivable, the valuation of chargebacks and reserves, the valuation allowance associated with deferred income tax assets and the expected useful life and valuation of our prepaid distribution rights. Actual results could differ materially from these estimates. RECLASSIFICATIONS Certain prior year amounts have been reclassified to conform to the current year presentation. RECENT ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED In April 2002, the Financial Accounting Standards Board ("FASB") adopted Statement of Financial Accounting Standards 145 Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS 145"). This Statement rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, and amends FASB Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. This Statement also rescinds FASB Statement No. 44, Accounting for Intangible Assets of Motor Carriers. This Statement amends 8 NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) FASB Statement No. 13, Accounting for Leases, to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. Statement No. 145 is effective for fiscal years beginning after May 15, 2002. The Company believes that this statement will not have a significant impact on its results of operations or financial position upon adoption. In July 2002, The Financial Accounting Standards Board ("FASB") Issued Statement 146 Accounting for Costs Associated with Exit or Disposal Activities ("SFAS 146"). This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". The principal difference between this Statement and Issue 94-3 relates to its requirements for recognition of a liability for a cost associated with an exit or disposal activity. This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit cost as defined in Issue 94-3 was recognized at the date of an entity's commitment to an exit plan. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002. The Company is still assessing this new standard but does not believe that it will have a material effect on its results of operations or financial condition upon adoption. NOTE 2 -- EARNINGS (LOSS) PER SHARE The components of basic and diluted earnings per share are as follows (in 000s):

Approximately 631,000 options and warrants were excluded from the calculation of diluted earnings per share for the quarter ended June 30, 2002. Inclusion of these options and warrants, due to the Company reporting a net loss during the period, would be antidilutive. NOTE 3 -- SHAREHOLDERS' EQUITY During the quarter, the Company issued 75,900 shares of common stock upon the exercise of compensatory options. NOTE 4 -- STOCK OPTIONS AND WARRANTS As of June 30, 2002, the Company had granted 280,000 options from the 2001 Incentive Stock Option Plan, 2,969,500 options from the 2000 Millenium Stock Option Plan, 1,607,950 options from the 1999 Incentive Stock Option Plan and 843,000 options from the 1998 Stock Option Plan. The Company grants warrants to consultants for services provided allowing them to purchase common stock of New Frontier Media. During the quarter ended June 30, 2002, 50,000 warrants valued at $72,000 were issued. 9 NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 5 -- SEGMENT INFORMATION For internal reporting purposes, the Company has two reportable segments: 1) Subscription/Pay-Per-View TV and 2) Internet Group. The following tables represent unaudited financial information by reportable segment (in thousands):

10 NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 6 -- MAJOR CUSTOMER The Company's major customer (revenues in excess of 10% of total sales) is EchoStar Communications Corporation ("EchoStar"). EchoStar is included in the Subscription/Pay-Per-View TV Segment. Revenue from EchoStar's DISH Network as a percentage of total revenues for the quarters ended June 30 are as follows:

At June 30, 2002 and March 31, 2002, accounts receivable from EchoStar was approximately $3,414,000 and $2,264,000, respectively. There were no other customers with receivable balances in excess of 10% of consolidated accounts receivable. The loss of its significant customer could have a materially adverse effect on the Company's business, operating results or financial condition. NOTE 7 -- NOTES PAYABLE Notes payables consisted of the following:

11 NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 8 -- RESTRUCTURING EXPENSES During the fourth quarter of fiscal 2002, the Company recorded restructuring expenses in connection with its decision to consolidate the Internet Group's engineering, web production, sales and marketing departments to the Company's Boulder, Colorado location and the elimination of its customer service department due to the outsourcing of its credit card processing functions. During the quarter ended June 30, 2002, the Company adopted a restructuring plan with respect to the Internet Group's data center facility. The Company intends to close the Internet Group's in-house data center in Sherman Oaks, California and outsource the management of its servers, bandwidth and content delivery to a third party managed service provider. The Company believes that it is more cost efficient to outsource these functions due to the excess capacity currently available within these third party facilities. The Internet Group expects to have its technical infrastructure fully outsourced by the end of the third quarter of its fiscal year ended March 31, 2003. Total restructuring charges of $3.0 million related to this plan were recorded during the quarter ended June 30, 2002, of which $28,000 related to the termination of 10 employees. Also included in this charge was $0.3 million related to the data center space in Sherman Oaks that the Company is attempting to sublet and $2.7 million of expenses related to excess computer equipment.

NOTE 9 -- CLASS A REDEEMABLE PREFERRED STOCK As of June 30, 2002, the Company authorized a series of shares of 2 million Class A Redeemable Preferred Stock, par value $2 per share, of which 1.875 million shares are outstanding. The outstanding preferred stock was issued in May and June of 2002 in exchange for outstanding notes payable owed by the Company and working capital. Holders of the Class A Redeemable Preferred Stock are entitled to receive cumulative cash dividends at a rate of 15.5% per annum per share payable in quarterly or monthly installments. Such dividends have preference over all other dividends of stock issued by the Company. The dividends have been reported as interest expense. Shares are subject to mandatory redemption on or before January 2, 2004 at a redemption price of face value plus accrued dividends. Prior to such date and so long as such mandatory redemption obligations have not been discharged in full, no dividends may be paid or declared upon the Common Stock, or on any other capital stock ranking junior to or in parity with such Class A Redeemable Preferred Stock. Under certain circumstances, the Company may redeem the stock, in whole or in part, prior to the mandatory redemption date. The Company is not entitled to issue any class of stock that will in effect reduce the value or security of the Class A Preferred. Each share of preferred shall have the right to vote together with the holders of the Company's Common stock on a one vote per share basis (and not as a separate class) on all matters presented to the holders of the Common Stock. 12 NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The Company recorded the Class A Redeemable Preferred Stock at its redemption value of $3.75 million. The preferred stock is subject to full or partial early redemption at the option of the holder if the Company experiences a change in control as defined as (i) a replacement of more than one-half of the members of the Company's board of directors which is not approved by a majority of those individuals who are members of the board of directors on the date of the issuance of the preferred (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the date of the issuance of the preferred), (ii) the merger of the Company with or into another entity that is not wholly owned by the Company, consolidation or sale of all or substantially all of the assets of the Company in one or a series of related transactions, or (iii) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in (i) or (ii). NOTE 10 -- RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS In July 2001, the Financial Accounting Standards Board issued SFAS No. 142, "Goodwill and Other Intangible Assets." This statement requires that goodwill, as well as intangible assets with indefinite lives, acquired after June 30, 2001, not be amortized. Effective in the first quarter of the current year, goodwill and intangible assets with indefinite lives are no longer being amortized, but are being tested for impairment using the guidance for measuring impairment set forth in this statement. As of June 30, 2002, the Company has not yet determined what the effect of these tests will be on the financial statements. The following presents a comparison of net (loss) earnings and (loss) earnings per share for the three months ended June 30, 2002 to the respective adjusted amounts for the three months ended June 30, 2001 that would have been reported had SFAS No. 142 been in effect during the prior year.

The components of other intangible assets are as follows (in 000s):

Amortization expense for intangible assets subject to amortization in each of the next five fiscal years is estimated to be approximately $691,000 in 2003, $689,000 in 2004, $556,000 in 2005, $54,000 in 2006, and $2,000 in 2007. 13 NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) In August 2001, the FASB issued Statement 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which is effective for fiscal years beginning after December 15, 2001. Statement 144 establishes a single accounting model for the impairment or disposal of long-lived assets, including discontinued operations. Statement 144 supercedes Statement 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and the accounting and reporting provisions of APB 30, Reporting the Results of Operations--Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for the disposal of a segment of a business (as previously defined in that Opinion). Statement 144 also amends ARB 51, Consolidated Financial Statements, to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. This statement has been adopted by the Company and had no impact on the financial statements. NOTE 11 -- ASSET IMPAIRMENT CHARGES During the first quarter of fiscal year 2003, the Company recognized impairment losses on certain URLs of approximately $535,000 in connection with the Internet Group. Management identified certain conditions including a declining gross margin due to the availability of free adult content on the Internet and decreased traffic to certain of the Company's URLs as indicators of asset impairment. These conditions led to operating results and forecasted future results that were substantially less than had been anticipated at the time of the Company's acquisition of IGI, ITN, and CTI. The Company revised its projections and determined that the projected results would not fully support the future amortization of the URLs associated with IGI, ITN, and CTI. In accordance with the Company's policy, management assessed the recoverability of the URLs using a cash flow projection based on the remaining amortization period of four years. Based on this projection, the cumulative cash flow over the remaining amortization period was insufficient to fully recover the intangible asset balance. The Corporation follows the provisions of Statement of Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No. 121 establishes accounting standards for the impairment of long-lived assets and certain identifiable intangibles. The Corporation reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows is less than the carrying amount of the assets, the Corporation recognizes an impairment loss. Impairment losses are measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. When fair values are not available, the Corporation estimates fair value using the expected future cash flows discounted at a rate commensurate with the risks associated with the recovery of the assets. NOTE 12 -- LEGAL PROCEEDINGS On March 20, 2002, Mr. Edward Bonn and Bradley A. Weber attempted to remove Mark Kreloff as CEO and appoint a special committee headed by Mr. Bonn to operate the Company while a search was conducted for a new CEO. The Company's Board rejected Messrs. Bonn's and Weber's proposal and instead, on March 29, 2002, established the Special Committee to investigate, among other things, the activities of Messrs. Bonn and Weber relating to their prior management of Interactive Gallery, Inc. ("IGallery"), the Company's Internet subsidiary, and whether, by their actions, Messrs. Bonn and Weber triggered the Company's Rights Plan (also known as a poison pill). On May 28, 2002, following a two-month thorough investigation by the Special Committee, the Company filed a 13-Count Complaint in the Superior Court of the State of California for the County of Los Angeles against: (i) Mr. Bonn and Mr. Weber; (ii) Jerry D. Howard, the former Chief Financial Officer of IGallery, Interactive Telecom Network, Inc. ("ITN") and Card Transactions, Inc. ("CTI"); (iii) Response 14 NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Telemedia, Inc. ("RTI"), a California corporation owned by Mr. Bonn; and (iv) BEF LLC and Beacon Ocean LLC, Messrs. Bonn's and Weber's family trusts, respectively. The Complaint's allegations arise, in part, out of the Company's purchase of 100 percent of the issued and outstanding shares of IGallery and ITN and 90 percent of the issued and outstanding shares of CTI from defendants Bonn, Weber, and Howard on October 27, 1999. The Complaint alleges that, from early 1999 to the date of the closing, defendants Bonn, Weber, and Howard knowingly made material misrepresentations or omissions regarding IGallery's business and business practices, financial results and prospects, its average customer subscription rates, the amount of its payments to webmasters, its use of overseas "aggressive" credit card processors and the significant deficiencies in its computerized payment-tracking system for the purpose of inducing the Company to purchase the defendants' stock holdings of IGallery, ITN and CTI. The Complaint also alleges that, subsequent to the Company's purchase of IGallery, ITN and CTI on October 27, 1999, Messrs. Bonn, Weber and Howard (as directors and/or officers) each breached their fiduciary duties owed to the Company, IGallery, ITN and CTI. Specifically, the Complaint alleges that Messrs. Bonn, Weber and Howard grossly mismanaged IGallery, ITN and CTI and concealed marketing, operational and financial information that would have allowed the Company to detect such mismanagement, including IGallery's difficulty in attracting new customers at the full membership rate, IGallery's substantial payments to its top webmasters, which significantly exceeded the revenues generated by such payments, and IGallery's failure to implement basic management controls to trace revenue streams or to document the profitability of webmaster relationships. The Complaint also alleges that Messrs. Bonn, Weber and Howard engaged in self-dealing transactions that benefited themselves and Mr. Bonn's company, RTI, at the expense of the Company. In July 2001, when Messrs. Bonn, Weber and Howard resigned from their positions at IGallery, ITN and CTI, the Company was able to gain access to the books and records of IGallery, ITN and CTI and began to uncover the facts underlying the allegations of the Complaint. The Company had previously been unable to gain access to the books and records of IGallery, ITN and CTI because, in connection with their acquisition, the Company had contractually agreed to allow Messrs. Bonn and Weber to manage these subsidiaries and Messrs. Bonn, Weber and Howard consistently used their positions as senior management of these subsidiaries to thwart the Company's efforts to gain access to the subsidiaries' books and records. The impact of Messrs. Bonn's, Weber's and Howard's alleged behavior was such that, had the Company been aware of the defendants' alleged misrepresentations and omissions regarding IGallery, the Company would not have acquired IGallery, ITN and CTI in October of 1999. In addition, the defendants' actions are alleged to have resulted in a waste of Company assets because, among other things, millions of dollars were spent on unprofitable webmaster relationships and Company funds were diverted to entities controlled by Mr. Bonn which had no relationship to the Company. Accordingly, the Complaint seeks rescission of the purchase of IGallery, ITN and CTI as well as monetary damages in an amount to be proven at trial. Mr. Bonn, Mr. Weber and Mr. Howard have filed answers denying the allegations contained in the Complaint and cross-complaints against the Company seeking that the Company indemnify them against the claims alleged in the Complaint. The cross-complaints also seek unspecified monetary damages from the Company, alleging that the Company breached its employment agreements with Messrs. Bonn, Weber and Howard by terminating their employment on May 28, 2002, and in the case of Mr. Weber, that the Company wrongfully terminated his stock options. On June 12, 2002, Messrs. Bonn and Weber filed an Application for a Temporary Restraining Order and Preliminary Injunction to restrain the Company from reformatting hard drives of two dozen Pentium I computers which the Company intended to donate to charity. On June 20, 2002 the Court approved a Stipulation in which Messrs. Bonn and Weber agreed to vacate the Temporary Restraining Order and withdrew their Application for a Preliminary Injunction. 15 NEW FRONTIER MEDIA, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 13 -- SUBSEQUENT EVENTS EMPLOYMENT CONTRACT In August 2002, the Company entered into an employment contract with the Company's Chief Financial Officer. This employment contract expires in March 2004. Commitments under this obligation are as follows: Year Ended March 31, 2003 105,200 2004 157,800 If the Company experiences a change in control (as defined in Note 9), the executive may terminate her employment, or if the executive is terminated without cause within six months of the change in control, the executive is entitled to: (i) all accrued obligations; (ii) all base salary for the duration of the employment period or for one year, whichever is less; and (iii) the amount of bonus, if any, paid to the executive for the fiscal year preceding the change of control. LEGAL PROCEEDINGS In August 2002, the Company filed an Amended Reply in New Frontier Media, Inc., et al. vs. Edward J. Bonn, et al. (Superior Court of the State of California for the County of Los Angeles, Case No. BC 274573) disclosing that the Company had recently discovered additional evidence of alleged fraud committed by Defendants Edward J. Bonn and Bradley A. Weber based on transfers of IGI's common stock. 16 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. FORWARD LOOKING STATEMENTS This quarterly report on Form 10-Q includes forward-looking statements. These statements are subject to certain risks and uncertainties, including those identified below, which could cause actual results to differ materially from such statements. The words "believe", "expect", "anticipate", "optimistic", "intend", "will", and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to: 1) our ability to successfully manage our credit card chargeback and credit percentage in order to maintain our ability to accept credit cards as a form of payment for our products and services; 2) our ability to compete effectively with our primary Cable/DBS competitor; 3) our ability to compete effectively with our Internet competitors; 4) our ability to retain our major customer which accounts for 36% of our total revenue; and 5) our ability to retain our key executives. The following table reflects the Company's results of operations for the quarters ended June 30, 2002 and 2001. RESULTS OF OPERATIONS

NET REVENUE Net revenue for the Company was $9.6 million for the quarter ended June 30, 2002 as compared to $14.9 million for the quarter ended June 30, 2001, representing a decrease of 36%. The decrease in net revenue for the quarter is due to a 67% decrease in net revenue generated by the Internet Group. Net revenue for the Internet Group declined from $7.9 million as of the quarter ended June 30, 2001 17 to $2.6 million for the quarter ended June 30, 2002. Revenue from the Subscription/PPV TV Group was $7.0 million for both quarters ended June 30, 2002 and 2001, respectively. Revenue from the Internet Group declined from 53% of total net revenue to 27% of total net revenue for the Company. OPERATING INCOME (LOSS) Operating income for the Company decreased to a loss of $4.9 million for the quarter ended June 30, 2002 from operating income of $0.9 million for the quarter ended June 30, 2001. The decrease in operating income for the Company is due to a decrease in operating income generated by the Internet Group, a $3.0 million restructuring charge taken during the quarter ended June 30, 2002 related to closing the Internet Group's data center facility, and a $0.5 asset impairment charge for the writedown of certain Internet Group URLs. The Internet Group's operating income declined from income of $1.4 million for the quarter ended June 30, 2001, to an operating loss of $0.5 million for the quarter ended June 30, 2002. SUBSCRIPTION/PAY-PER-VIEW (PPV) TV GROUP The following table outlines the current distribution environment and addressable households for each network:

(1) % change gives effect to a 30% decline in the C-band market's total addressable households. Total addressable C-Band households declined from 1.0 million as of June 30, 2001 to 700,000 as of June 30, 2002. (2) This network was formerly known as GonzoX. The network was renamed X-Cubed in May 2001. NET REVENUE Total net revenue for the Subscription/PPV TV Group was $7.0 million for both quarters ended June 30, 2002 and 2001. Of total net revenue, C-Band net revenue was $2.0 million for the quarter ended June 30, 2002 as compared to $2.5 million for the quarter ended June 30, 2001, representing a decrease of 20%. Revenue from the Group's Cable/DBS services for the quarter ended June 30, 2002 was $5.0 million as compared to $4.5 million for the quarter ended June 30, 2001, an increase of 11%. Revenue from the Group's Cable/DBS services is responsible for 71% of the Group's total net revenue for the quarter ended June 30, 2002, as compared to 64% for the quarter ended June 30, 2001. The decrease in C-Band revenue for the quarter ended June 30, 2002 is due to the continued decline of the C-Band market as consumers convert from C-Band "big dish" analog satellite systems to smaller, 18-inch digital DBS satellite systems. The C-Band market has decreased 30% since June 30, 2001, from 1.0 million addressable subscribers to 0.7 million addressable subscribers as of June 30, 2002. In addition, the Subscription/PPV TV Group terminated its third party C-Band distributor contracts during the past year because the contracts were no longer favorable to the Group. Much of the decline in the C-Band revenue is attributable to these contract terminations. 18 The increase in Cable/DBS revenue is a result of the following changes in product mix as described in more detail below: 1) an increase in revenue from the Extasy network, 2) a decrease in revenue from the Pleasure network which was offset entirely by an increase in revenue from the Group's Video-on-Demand ("VOD") services, 3) a decrease in revenue from the TeN network, and 4) the addition of a new revenue stream from product advertising on the Group's networks. As of June 30, 2002, Extasy was available to 7.5 million Cable/DBS addressable subscribers up from 2.9 million addressable subscribers as of June 30, 2001, an increase of 159%. The majority of this increase is due to EchoStar Communication Corporation's DISH network ("DISH") moving the Extasy network from its satellite at 110 degrees, where it has resided since its launch on DISH, to its satellite at 119 degrees. DISH's satellite at 119 degrees is viewed by nearly double the number of addressable subscribers than its satellite at 110 degrees. This change in satellite location, coupled with an increase in the retail price for PPV and subscription transactions that was implemented by DISH in September 2001, increased revenue from the Extasy network by 46% quarter over quarter. Pleasure was available to 8.0 million addressable subscribers as of June 30, 2002, representing a 56% decline from 18.2 million subscribers as of June 30, 2001. This decrease in addressable subscribers is a result of disaffiliations by DISH and Hughes Electronic Corporation's DirecTV ("DirecTV") that occurred during the prior fiscal year when both companies decided to increase the number of partially edited services on their platforms and decrease the number of "most edited"services. The decrease in revenue from the Pleasure network was offset by an increase in revenue from the Subscription/PPV TV Group's VOD services which are provided to cable operators in both its Pleasure and TeN editing formats. The Group is currently the exclusive provider of adult content for Time Warner Cable's ("Time Warner") VOD service and has added new VOD distribution with Charter Communication, Inc. ("Charter") during the quarter ended June 30, 2002. As of June 30, 2002, the Group's VOD service was available to 1.6 million Time Warner and Charter addressable households, up from 0.3 million as of June 30, 2001. Revenue from the Group's TeN network has declined due to a 37% year over year decrease in the number of monthly and annual DISH subscribers. This decline in subscribers has been ongoing since DISH converted TeN to a PPV service in 1999. In addition, PPV buys for TeN on the DISH platform have declined 34% year over year due to the addition of a competing network of the same editing standard that was added to the DISH platform in September 2001. The Subscription/PPV TV Group added a new revenue stream during the fourth quarter of its fiscal year ended March 31, 2002, related to the advertising of adult lifestyle products on its networks and the selling of traditional "spot"advertising. The Group partners with third parties for the sale and fulfillment of these adult lifestyle products. The Group's in-house promotions department creates the interstitial content advertising the product and shares in any revenue generated by the advertisement of the product on its networks. This revenue stream now accounts for 7% of the Subscription/PPV TV Group's total Cable/DBS revenue. COST OF SALES Cost of sales for the Subscription/PPV TV Group was $3.4 million, or 49% of revenue, for the quarter ended June 30, 2002, as compared to $3.2 million, or 46% of revenue, for the quarter ended June 30, 2001, an increase of 6%. Cost of sales consists of expenses associated with broadcast playout, satellite uplinking, satellite transponder leases, programming acquisition costs, amortization of content licenses, and the Subscription/PPV TV Group's in-house call center operations. The increase in cost of sales year over year is due to: a) an increase in the amortization of the Group's content licenses and b) an increase in costs associated with the digital broadcast center as the Group has added additional functionalities and redundancies. These increases were offset by declines in the Group's transponder and call center operation costs. 19 OPERATING INCOME Operating income for the Subscription/PPV TV Group for the quarter ended June 30, 2002 was $1.6 million as compared to operating income of $1.3 million for the quarter ended June 30, 2001, an increase of 23%. The increase in operating income for the quarter ended June 30, 2002 as compared to the quarter ended June 30, 2001 is due to a 20% decline in operating expenses year over year. Operating expenses as a percentage of revenue declined from 36% of revenue as of the quarter ended June 30, 2001 to 29% of revenue for the quarter ended June 30, 2002. The decrease in operating expenses is due to a decline in advertising and trade show costs as compared to a year ago, as well as to a decrease in bad debt expense related to the C-Band distributor contracts. In addition, due to an accounting pronouncement change, goodwill and intangible assets with indefinite lives are no longer required to be amortized and are, instead, tested for impairment on an annual basis using the guidance for measuring impairment as set forth in SFAS 142, "Goodwill and Other Intangible Assets". Goodwill amortization was $159,000 for the quarter ended June 30, 2001. INTERNET GROUP NET REVENUE Total net revenue for the Internet Group was $2.6 million for the quarter ended June 30, 2002, as compared to $7.9 million for the quarter ended June 30, 2001, representing a decrease of 67%. The Internet Group's revenue is comprised of membership revenue from its consumer-based web sites, revenue from the sale of its content feeds, and revenue from the sale of exit traffic. Net membership revenue for the Internet Group was $1.7 million for the quarter ended June 30, 2002, as compared to net membership revenue of $5.3 million for the quarter ended June 30, 2001, which represents a decrease of 68%. The Internet Group's chargebacks and credits were $69,000, or 4% of gross membership revenue for the quarter ended June 30, 2002, as compared to $0.7 million, or 13% of gross membership revenue for the quarter ended June 30, 2001. The Internet Group has seen a decline in its chargebacks and credits as a percentage of gross membership revenue due to the outsourcing of its credit card processing to a third party whose fraud screening is more rigorous than the Internet Group's own internal fraud controls. The Internet Group has seen a decline in its membership revenue as a result of a decrease in traffic to its sites. This decrease in traffic to the Internet Group's sites during the quarter ended June 30, 2002 is primarily due to changes made to the Internet Group's traffic acquisition model. The Internet Group changed its traffic acquisition model during the quarter ended June 30, 2001 to compensate an affiliated webmaster for traffic directed to the Internet Group's web sites only upon the conversion of a referral into a paying member. Prior to this change, the Group was paying for traffic based upon the amount of traffic directed to the Group's web sites, regardless of whether this traffic resulted in a paying member. This change in the Group's traffic acquisition model has resulted in an 89% decline in webmaster payouts for the quarter ended June 30, 2002, while net membership revenue declined 68% during the same period. The Internet Group has no plans to increase its traffic acquisition costs in future periods in order to attract traffic to its web sites. Instead, marketing efforts will focus on cross selling the Internet Group's flagship website, www.ten.com, on the Subscription/PPV TV Group's networks, search engine optimization techniques, and revenue sharing agreements with portals and third party gatekeepers in order to gain direct access to consumers in search of adult entertainment. This effort to create partnerships with portals and third party gatekeepers is essentially a duplication of the Subscription/PPV TV Group's model for the Internet. The decline in membership revenue is also attributable to the Internet Group decreasing the retail price of its flagship web site, www.ten.com, from $29.95 to $14.74 during the quarter ended December 31, 2001. This price change was predicated upon the belief that the Internet Group's web sites must be more competitive with other forms of electronic entertainment, such as pay-per-view movies or 20 monthly subscriptions to HBO or Showtime. The Internet Group has also decreased the number of consumer web sites that it markets from 30 to 10. The decrease in the number of web sites being marketed allows the Internet Group to ensure that the web sites are always updated with new content on a daily/weekly basis while increasing the depth, breadth and relevance of the content included in each web site. Both of these changes (pricing and content relevance) reflect the Internet Group's commitment to improving the consumer experience within its sites and increasing member retention. Revenue from the Internet Group's sale of content was $0.4 million for the quarter ended June 30, 2002, as compared to $0.6 million for the quarter ended June 30, 2001, representing a decrease of 33%. This decrease in revenue from the sale of content was due to a softening in the demand for its content by third-party webmasters. The Internet Group has begun to focus more effort on this revenue stream by hiring a new sales team, establishing a fixed matrix of retail pricing for its products, creating new content products to market, and by establishing a billing and collections process that ensures pre-payment for products. Revenue is earned from traffic sales by forwarding exit traffic and traffic from selected vanity domains to affiliate webmaster marketing programs, monetizing foreign traffic via international dialer companies, marketing affiliated webmaster sites through the Internet Group's double opt-in email list, and by directing traffic to its pay-per-click ("PPC") search engine, www.sexfiles.com. Revenue from sale of traffic was $0.5 million for the quarter ended June 30, 2002, as compared to $1.9 million for the quarter ended June 30, 2001, which represents a decrease of 74%. The Internet Group's revenue from sale of traffic has decreased year over year because of a decline in overall traffic purchased by the Internet Group under its new traffic acquisition model. The decline in traffic to the Internet Group's web sites results in less traffic available to sell both domestically and internationally. Revenue from the international sale of traffic was 43% and 47% of total sale of traffic revenue for the quarters ended June 30, 2002 and 2001, respectively. The Internet Group has changed its methodology for monetizing the exit traffic from its sites (i.e., traffic that comes through its web sites and does not convert into a paying member) since the quarter ended June 30, 2001. Instead of selling its traffic to affiliated webmasters it now directs these exiting consumers to its own PPC search engine. The PPC search engine allows the Internet Group to monetize its exit traffic by auctioning off keyword searches to advertisers that prepay for placement within the search engine. This results in a pure market model for the advertiser. The more the advertiser bids for the keyword, the higher their site is shown in the list of search results returned to the consumer. The result for the advertiser is qualified traffic that is more likely to convert into a paying member, while the consumer gets immediate access to relevant results. The Internet Group began beta testing its PPC engine during the quarter ended June 30, 2002. In addition to revenue from its PPC search engine, the Internet Group expects that its sale of traffic revenue will include revenue from the marketing of its double opt-in email program for the fiscal year ended March 31, 2003. The Internet Group has hired a sales team that is dedicated to this revenue stream. Revenue is earned by selling email campaigns to customers that are marketed to the Group's 3.2 million opt-in email users. Email campaigns can be sold on a cost-per-click or cost-per-acquisition basis with customers purchasing a dedicated emailer where only their sites are included or a composite emailer where their sites are included with others. Currently, the Internet Group relies on a third party to manage its email campaigns. The Internet Group is working towards bringing this process in-house during the current fiscal year in order to decrease the cost associated with this revenue stream and increase its profit margin. COST OF SALES Cost of sales for the Internet Group was $1.8 million for the quarter ended June 30, 2002, as compared to $4.0 million for the quarter ended June 30, 2001, representing a decrease of 55%. Cost of sales consists of expenses associated with credit card fees, merchant banking fees, bandwidth, membership acquisition costs (purchase of traffic), web site content costs, and depreciation of assets. 21 Cost of sales was 69% and 51% of total net revenue for the quarters ended June 30, 2002 and 2001, respectively. More than 70% of the traffic to the Internet Group's web sites used to be acquired through affiliate programs marketed to webmasters. These programs compensated webmasters for traffic referrals to the Internet Group's web sites. A webmaster would be paid a fee of $25 - $45 per referral that resulted in a monthly membership to one of the Internet Group's web sites. The Internet Group no longer actively markets any traffic acquisition programs. The Internet Group's traffic acquisition costs also include payments made to affiliated webmasters for the acquisition of email addresses as part of its opt-in email program. The Internet Group discontinued paying for the acquisition of email addresses during the quarter ended June 30, 2002. As a result of these changes, the Internet Group's traffic acquisition costs were $0.2 million, or 8% of net revenue, as of the quarter ended June 30, 2002, as compared to $1.9 million, or 24% of net revenue, for the quarter ended June 30, 2001, representing a decrease of 89%. Merchant banking fees, including fees for credits and chargebacks, were 17% of net membership revenue for the quarter ended June 30, 2002 as compared to 13% for the quarter ended June 30, 2001. The increase in merchant banking fees as a percentage of net membership revenue is due to the outsourcing of the Internet Group's credit card processing and customer service functions. This increase in merchant banking fees as a percentage of net membership revenue is offset by the decrease in payroll associated with the termination of its in-house customer service function. Operational expenses, which include depreciation and amortization of Internet equipment, were $0.9 million and $0.8 million for the quarters ended June 30, 2002 and 2001, respectively. Most of these costs are non-cash and relate to the operation of the Internet Group's data center facility. During the quarter ended June 30, 2002, the Company decided to close the Internet Group's data center and outsource the management of its servers and bandwidth to a co-location facility (see "Restructuring Expenses"). OPERATING INCOME (LOSS) Operating income (loss) for the Internet Group was a loss of $0.5 million for the quarter ended June 30, 2002 as compared to operating income of $1.4 million for the quarter ended June 30, 2001, representing a decrease of 136%. Operating expenses were 50% and 32% of net revenue for the quarters ended June 30, 2002 and 2001, respectively. Total operating expenses decreased 48% from the quarter ended June 30, 2001. The decrease in operating expenses for the quarter ended June 30, 2002 is due to a decrease in payroll, benefit, and facility costs in the amount of $0.8 million as a result of the restructuring of the customer service, marketing, sales and engineering operations concluded during the fourth quarter of the fiscal year ended March 31, 2002, a decrease in trade show and advertising costs, and a decrease in legal costs year over year. As part of its lawsuit filed against Edward Bonn, Bradley Weber, Jerry Howard, and Response Telemedia, Inc. (see "Legal Proceedings") the Company is seeking rescission of the acquisition of the Internet Group and the return of the 6 million shares of the Company's common stock issued as consideration in the acquisition. Should the Company be successful in the rescission of this deal, it does not expect that the rescission would have a material effect on its results from operations since the Internet Group's revenue is currently generated from products created since the acquisition, including the flagship web site www.ten.com, the PPC engine, and the opt-in email marketing program. RESTRUCTURING EXPENSES During the quarter ended June 30, 2002, the Company adopted a restructuring plan with respect to the Internet Group's data center facility. The Company intends to close the Internet Group's in-house data center in Sherman Oaks, California and outsource the management of its servers, bandwidth and 22 content delivery to a third party managed service provider. The Company believes that it is more cost efficient to outsource these functions due to the excess capacity currently available within these third party facilities. The Internet Group expects to have its technical infrastructure fully outsourced by the end of the third quarter of its fiscal year ended March 31, 2003. As a result of these measures the Company expects to save approximately $1.8 million on an annualized basis that will be reflected in its cost of sales. Total restructuring charges of $3.0 million related to this plan were recorded during the quarter ended June 30, 2002, of which $28,000 related to the termination of 10 employees. Also included in this charge was $0.3 million related to the data center space in Sherman Oaks that the Company is attempting to sublet and $2.7 million of expenses related to excess computer equipment. ASSET IMPAIRMENT CHARGES During the first quarter of fiscal year 2003, the Company recognized impairment losses on certain URLs of approximately $535,000 in connection with the Internet Division. Management identified certain conditions including a declining gross margin due to the availability of free adult content on the Internet and decreased traffic to the Company's URLs as indicators of asset impairment. These conditions led to operating results and forecasted future results that were substantially less than had been anticipated at the time of the Company's acquisition of IGI, ITN, and CTI. The Company revised its projections and determined that the projected results would not fully support the future amortization of the URLs associated with IGI, ITN, and CTI. In accordance with the Company's policy, management assessed the recoverability of the URLs using a cash flow projection based on the remaining amortization period of four years. Based on this projection, the cumulative cash flow over the remaining amortization period was insufficient to fully recover the intangible asset balance. CORPORATE ADMINISTRATION Expenses related to corporate administration include all costs associated with the operation of the public holding company, New Frontier Media, Inc. that are not directly allocable to the Subscription/ PPV TV and Internet operating segments. These costs include, but are not limited to, legal and accounting expenses, insurance, registration and filing fees with NASDAQ and the SEC, investor relations costs, and printing costs associated with the Company's public filings. Corporate administration expenses were $2.5 million and $1.8 million for the quarters ended June 30, 2002 and 2001, respectively, representing an increase of 39% year over year. The increase in corporate administration expenses for the quarter ended June 30, 2002 is due to the following items: a) an increase in legal fees related to the Company's proxy fight and its lawsuit filed against Edward Bonn, Bradley Weber, Jerry Howard, and Response Telemedia, Inc. (see Legal Proceedings); b) a $0.2 million non-cash consulting expense incurred for warrants to purchase Company stock which were granted to outside consultants; c) an increase in accounting fees related to the proxy fight and the Company's lawsuit referenced in item (a); and d) an increase in insurance and facility expenses. OTHER EXPENSE Other expense increased from $0.5 million as of June 30, 2001 to $0.7 million as of June 30, 2002, representing an increase of 40%. This increase is due to an $117,500 write down in value of the Company's investment in Metro Global Media, Inc. ("Metro") stock and the write-off of $187,000 in non-cash debt offering costs related to the early repayment of the Company's debt obligations during the current year quarter. In July 1999, the Company entered into an agreement with Metro in which it received 250,000 shares of Metro common stock. The market value of this stock on the date of the transaction was $2.47 per share. Subsequent to this agreement the stock was delisted from the NASDAQ. During the quarter ended September 30, 2000, the Company wrote the Metro stock down to a value of $117,500. At that time, Metro was still thinly traded on NASDAQ's over-the-counter market at $0.47 per share. During 23 the quarter ended June 30, 2002, the Metro stock ceased trading and the Company wrote off the remaining value of $117,500. LIQUIDITY AND CAPITAL RESOURCES For the quarter ended June 30, 2002, cash used in operating activities was $1.0 million and was primarily associated with a net loss of $5.6 million, an increase in accounts receivable of $1.0 million related to the Subscription/PPV TV Group and a $1.3 million increase in prepaid distribution rights related to the Company's licensing of content. This use of cash was offset by a $2.7 million restructuring and impairment charge taken during the quarter ended June 30, 2002 related to closing the Internet Group's data center facility, $2.1 million in depreciation and amortization, $0.5 million related to non-cash expenses from warrants issued to consultants for services and issued as offering costs related to debt obligations repaid during the quarter, and a $0.9 million increase in accrued liabilities. For the quarter ended June 30, 2001, cash provided by operating activities of $2.3 million was primarily associated with net income of $0.2 million, depreciation and amortization expense of $2.2 million, an increase in accounts payable of $0.8 million, and a decrease in accounts receivable of $0.6 million. This cash provided by operations was offset by a $1.1 million increase in prepaid distribution rights related to the licensing of content, a $0.7 million decrease in accrued expenses, and a $0.7 million increase in other assets. Cash used in investing activities was $0.2 million for the quarter ended June 30, 2002 compared to cash used in investing activities of $1.2 million for the quarter ended June 30, 2001. Cash used in investing activities for the quarter ended June 30, 2002 was primarily related to the purchase of software licenses, a security system for the Company's new headquarters in Boulder, and minor equipment upgrades to the Subscription/PPV TV Group's digital broadcast facility. Cash used in investing activities for the quarter ended June 30, 2001 was primarily related to $0.5 million paid for the acquisition of the subscriber base of Emerald Media, Inc. by the Subscription/PPV TV Group and $0.7 million related to the build out of office space for the Internet Group, the data center facility and the Boulder, Colorado headquarters. Cash provided by financing activities was $0.2 million for the quarter ended June 30, 2002, compared to cash used in financing activities of $2.5 million for the quarter ended June 30, 2001. Cash provided by financing activities for the quarter ended June 30, 2002 was related to the issuance of 1.4 million shares of Class A Redeemable Preferred Stock at $2.00 per share. The proceeds from this offering were used to repay $2.0 million of the Company's outstanding notes payable. An additional $1.0 million in debt was converted to 0.5 million shares of Class A Redeemable Preferred Stock during the quarter ended June 30, 2002. The preferred stock pays dividends at 15.5% on a monthly and quarterly basis and is redeemable anytime at the Company's option until January 2004, by which time it must be redeemed. Cash provided by financing activities was offset by $0.4 million in payments made during the quarter on the Company's capital lease obligations. Cash used in financing activities of $2.5 million for the quarter ended June 20, 2001 was related to the repayment of $2.0 million in principal on the Company's outstanding debt obligations and $0.5 million in payments made on the Company's capital lease obligations. The Company expects to fund the dividends due on the preferred stock from its cash flows from operations. The Company anticipates funding the redemption of the preferred stock in 2004 from its cash flows from operations or a refinancing of the obligation prior to the redemption. In the event the preferred stock should become due by reason of a change in control occurring at the Company's Annual Meeting of its Shareholders on August 20, 2002, the Company's liquidity and capital resources is likely to be materially and adversely impaired. If New Frontier Media were to lose its major customer that accounts for 36% of its revenue, its ability to finance its operating requirements would be severely impaired. 24 The Company believes that its existing cash balances and cash generated from operations will be sufficient to satisfy its operating requirements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market Risk. The Company's exposure to market risk is principally confined to cash in the bank, money market accounts, and notes payable, which have short maturities and, therefore, minimal and immaterial market risk. Interest Rate Sensitivity. As of June 30, 2002, the Company had cash in checking and money market accounts. Because of the short maturities of these instruments, a sudden change in market interest rates would not have a material impact on the fair value of these assets. Furthermore, the Company's borrowings are at fixed interest rates, limiting the Company's exposure to interest rate risk. Foreign Currency Exchange Risk. The Company does not have any foreign currency exposure because it currently does not transact business in foreign currencies. PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On March 20, 2002, Mr. Edward Bonn and Bradley A. Weber attempted to remove Mark Kreloff as CEO and appoint a special committee headed by Mr. Bonn to operate the Company while a search was conducted for a new CEO. The Company's Board rejected Messrs. Bonn's and Weber's proposal and instead, on March 29, 2002, established the Special Committee to investigate, among other things, the activities of Messrs. Bonn and Weber relating to their prior management of Interactive Gallery, Inc. ("IGallery"), the Company's Internet subsidiary, and whether, by their actions, Messrs. Bonn and Weber triggered the Company's Rights Plan (also known as a poison pill). On May 28, 2002, following a two-month thorough investigation by the Special Committee, the Company filed a 13-Count Complaint in the Superior Court of the State of California for the County of Los Angeles against: (i) Mr. Bonn and Mr. Weber; (ii) Jerry D. Howard, the former Chief Financial Officer of IGallery, Interactive Telecom Network, Inc. ("ITN") and Card Transactions, Inc. ("CTI"); (iii) Response Telemedia, Inc. ("RTI"), a California corporation owned by Mr. Bonn; and (iv) BEF LLC and Beacon Ocean LLC, Messrs. Bonn's and Weber's family trusts, respectively. The Complaint's allegations arise, in part, out of the Company's purchase of 100 percent of the issued and outstanding shares of IGallery and ITN and 90 percent of the issued and outstanding shares of CTI from defendants Bonn, Weber, and Howard on October 27, 1999. The Complaint alleges that, from early 1999 to the date of the closing, defendants Bonn, Weber, and Howard knowingly made material misrepresentations or omissions regarding IGallery's business and business practices, financial results and prospects, its average customer subscription rates, the amount of its payments to webmasters, its use of overseas "aggressive" credit card processors and the significant deficiencies in its computerized payment-tracking system for the purpose of inducing the Company to purchase the defendants' stock holdings of IGallery, ITN and CTI. The Complaint also alleges that, subsequent to the Company's purchase of IGallery, ITN and CTI on October 27, 1999, Messrs. Bonn, Weber and Howard (as directors and/or officers) each breached their fiduciary duties owed to the Company, IGallery, ITN and CTI. Specifically, the Complaint alleges that Messrs. Bonn, Weber and Howard grossly mismanaged IGallery, ITN and CTI and concealed marketing, operational and financial information that would have allowed the Company to detect such mismanagement, including IGallery's difficulty in attracting new customers at the full membership rate, IGallery's substantial payments to its top webmasters, which significantly exceeded the revenues generated by such payments, and IGallery's failure to implement basic management controls to trace revenue streams or to document the profitability of webmaster relationships. The Complaint also alleges that Messrs. Bonn, Weber and Howard engaged in self-dealing transactions that benefited themselves and Mr. Bonn's company, RTI, at the expense of the Company. In July 2001, when Messrs. 25 Bonn, Weber and Howard resigned from their positions at IGallery, ITN and CTI, the Company was able to gain access to the books and records of IGallery, ITN and CTI and began to uncover the facts underlying the allegations of the Complaint. The Company had previously been unable to gain access to the books and records of IGallery, ITN and CTI because, in connection with their acquisition, the Company had contractually agreed to allow Messrs. Bonn and Weber to manage these subsidiaries and Messrs. Bonn, Weber and Howard consistently used their positions as senior management of these subsidiaries to thwart the Company's efforts to gain access to the subsidiaries' books and records. The impact of Messrs. Bonn's, Weber's and Howard's alleged behavior was such that, had the Company been aware of the defendants' alleged misrepresentations and omissions regarding IGallery, the Company would not have acquired IGallery, ITN and CTI in October of 1999. In addition, the defendants' actions are alleged to have resulted in a waste of Company assets because, among other things, millions of dollars were spent on unprofitable webmaster relationships and Company funds were diverted to entities controlled by Mr. Bonn which had no relationship to the Company. Accordingly, the Complaint seeks rescission of the purchase of IGallery, ITN and CTI as well as monetary damages in an amount to be proven at trial. Mr. Bonn, Mr. Weber and Mr. Howard have filed answers denying the allegations contained in the Complaint and cross-complaints against the Company seeking that the Company indemnify them against the claims alleged in the Complaint. The cross-complaints also seek unspecified monetary damages from the Company, alleging that the Company breached its employment agreements with Messrs. Bonn, Weber and Howard by terminating their employment on May 28, 2002, and in the case of Mr. Weber, that the Company wrongfully terminated his stock options. On June 12, 2002, Messrs. Bonn and Weber filed an Application for a Temporary Restraining Order and Preliminary Injunction to restrain the Company from reformatting hard drives of two dozen Pentium I computers which the Company intended to donate to charity. On June 20, 2002 the Court approved a Stipulation in which Messrs. Bonn and Weber agreed to vacate the Temporary Restraining Order and withdrew their Application for a Preliminary Injunction. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits 10.1 Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet Concerning Skynet Transponder Service 10.2 Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet Concerning Skynet Space Segment Service 10.3 Amendment No. 1 to Agreement between Colorado Satellite Broadcasting, Inc. and Loral Skynet Concerning Skynet Space Segment Service 10.4 Teleport Services Agreement between Colorado Satellite Broadcasting, Inc. and Williams Vyvx Services 10.5 Amendment No. 1 to Teleport Services Agreement between Colorado Satellite Broadcasting, Inc. and Williams Vyvx Services 10.6 Amendment No. 2 to Teleport Services Agreement between Colorado Satellite Broadcasting, Inc. and Williams Vyvx Services 10.7 Amendment No. 3 to Teleport Services Agreement between Colorado Satellite Broadcasting, Inc. and Williams Vyvx Services 10.8 Employment Agreement between New Frontier Media, Inc. and Karyn L. Miller 10.9 License Agreement between Colorado Satellite Broadcasting, Inc. and Metro Global Media, Inc. 26 99.1 Certification by Mark Kreloff pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act Act of 2002 99.2 Certification by Karyn Miller pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act Act of 2002 b) Reports on Form 8-K On April 4, 2002, the Company filed a Form 8-K reporting that Edward Bonn, a former director of the Company, had made a public announcement of his intention to call a special meeting of the Company's shareholders. The stated purpose of the meeting was to replace the Board of Directors and to rescind the Company's Rights Plan, also known as a poison pill, which was adopted in November 2001. On June 10, 2002, the Company filed a Form 8-K reporting the resignation of Bradley Weber from its Board of Directors. 27 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized. NEW FRONTIER MEDIA, INC. /s/ Karyn L. Miller Karyn L. Miller Chief Financial Officer (Principal Accounting Officer) Dated: August 14, 2002 28 EX-10 3 s15-3012_ex101.txt EXHIBIT 10.1 Colorado Satellite Broadcasting Inc. -T40110100 Final Service Description 1-24-02 Page 1 of 5 T40110100 AGREEMENT BETWEEN COLORADO SATELLITE BROADCASTING INC. AND LORAL SKYNET(R) CONCERNING SKYNET(R) TRANSPONDER SERVICE This agreement is made this 24th day of January, 2002 (the "Agreement") by and between Colorado Satellite Broadcasting Inc., a corporation organized and existing under the laws of the State of Colorado and having its primary place of business at 7007 Winchester Circle, Suite 200, Boulder, CO 80301 (hereinafter referred to as "CUSTOMER", which expression shall include its successors and permitted assigns) and Loral Skynet, a division of Loral SpaceCom Corporation, a corporation organized and existing under the laws of the State of Delaware, and having a place of business at 500 Hills Drive, Bedminster, New Jersey 07921 (hereafter referred to as "Loral Skynet" or "SKYNET", which expression shall include its successors and permitted assigns). WITNESSETH: WHEREAS, CUSTOMER desires to obtain service on numerous C-Band transponders on the Telstar 4 Satellite to be used for satellite transmission service; and WHEREAS, SKYNET has satellite capacity available for the purpose of providing service to Customers on such satellite(s); NOW, THEREFORE, CUSTOMER and SKYNET, in consideration of the mutual covenants expressed herein, agree as follows: 1. SKYNET SERVICES 1.1 (a) SKYNET offers and CUSTOMER hereby orders satellite transponder service from January 1, 2002 through December 31, 2002 on two (2) 36 MHz, Preemptible, C-Band transponders (initially provided on transponders C 1, C4) on a full-time basis via the Telstar 4 satellite (the "Serving Satellite"). Such service consists of bare transponder capacity, with intrasatellite and intersatellite transponder management along with Tracking, Telemetry and Control ("TT&C"), and maintenance of the satellite used to provide the transponder capacity. SKY-NET(R)is a registered trademark of Loral SpaceCom Corporation LORAL SKYNET PROPRIETARY Colorado Satellite Broadcasting Inc. -T40110100 Final Service Description 1-24-02 Page 2 of 5 (b) SKYNET offers and CUSTOMER hereby orders satellite transponder service from January 1, 2002 through June 30, 2003 on two (2) 36 MHz, Preemptible, C-Band transponders (initially provided on transponders C5, C7) on a full-time basis via the Telstar 4 satellite (the "Serving Satellite"). Such service consists of bare transponder capacity, with intrasatellite and intersatellite transponder management along with Tracking, Telemetry and Control ("TT&C"), and maintenance of the satellite used to provide the transponder capacity. 1.2 The service as described in Section 1.1 above shall hereinafter be referred to as the "Service" or "Services". 1.3 This Agreement consists of this Service Description and the following documents, which are attached hereto and incorporated herein by reference: 1) General Terms and Conditions 2) Exhibit A - Performance Parameters 3) Exhibit B - Transmission Parameters 1.4 It is a condition precedent to the effectiveness of this Agreement that the Agreement between Fifth Dimension Communications Holdings, Inc. and SKYNET, originally entered into April 27, 1997 and amended effective October 23, 1998 has been further amended to terminate Service under that Agreement, with such termination to be effective as of 12/31/01. 2. RATES AND TERMS OF SERVICE CUSTOMER shall pay a monthly rate for the Service in accordance with Paragraph 2 of the General Terms and Conditions. LORAL SKYNET PROPRIETARY Colorado Satellite Broadcasting Inc. -T40110100 Final Service Description 1-24-02 Page 3 of 5 3. WIRE TRANSFER INSTRUCTIONS All payments shall be made in immediately available U.S. dollars by electronic funds wire transfer. To ensure accuracy, CUSTOMER should also include its SKYNET account number and the invoice number for which payment is being made. 4. OPTIONS 4.1 TO EXTEND ON TELSTAR 4 ONLY Beyond the end dates on any or all of the transponders identified in Section 2 ("RATES AND TERM OF SERVICE"), CUSTOMER may have the option to extend ("Option to Extend") Service on the Telstar 4 satellite or another satellite at the same orbital location, subject to availability, on a month to month basis following not less than thirty (30) days prior written notification of such Option to Extend to SKYNET. 4.2 OPTION TO TERMINATE ONE TRANSPONDER EARLY Customer has the option to terminate service on any one (1) of the transponders provided under this Agreement with a sixty (60) day prior written notice of such termination, provided such termination may be effective no sooner than September 30, 2002. Once requested, such termination is irrevocable. In the event of such termination CUSTOMER will be responsible for all charges and liabilities up through and including the date of termination. 5. NOTICES All notices, demands, requests, or other communications which may be or are required to be given, served, or sent by one party to the other party pursuant to this Agreement (except as otherwise specifically provided in this Agreement) shall be in writing and shall be delivered by confirmed facsimile, confirmed overnight mail, by hand or mailed by first-class, registered or certified mail, return receipt requested, postage prepaid, addressed as follows: LORAL SKYNET PROPRIETARY Colorado Satellite Broadcasting Inc. - T40110100 Final Service Description 1-24-02 Page 4 of .5 (i) If to CUSTOMER: Colorado Satellite Broadcasting Inc. 7007 Winchester Circle, Suite 200 Boulder, Colorado 80301 Attention: Director of Legal Affairs Phone: 303-786-8700 Fax: 303-938-3838 Billing Contact: Accounts Payable Same address as above (ii) If to SKYNET: LORAL SKYNET 500 Hills Drive Bedminster, NJ 07921 ATTN: Ted Corus Executive Vice President-SKYNET Satellite Services Phone: 908-470-2320 Fax: 908-470-2459 (i) Copy to: LORAL SKYNET 500 Hills Drive Bedminster, NJ 07921 Attention: Daniel J. Zaffarese Senior Contract Manager Phone: 908-470-2352 Fax: 908-470-2453 Either party may designate by notice in writing a new address or addressee, to which any notice, demand, request, or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication shall be deemed sufficiently given, served or sent for all purposes three (3) days after depositing such notice in the United States Mail or one (1) day after delivery to a nationally recognized overnight courier for overnight delivery if such notice is properly addressed and the appropriate fee is prepaid and the same day as hand delivered or faxed with confirmation. 6. GOOD FAITH CUSTOMER and SKYNET agree to exercise good faith in their application of the provisions of this Agreement and in the performance of their obligations under this Agreement. LORAL SKYNET PROPRIETARY Colorado Satellite Broadcasting Inc. - T40110100 Final Service Description 1-24-02 Page 5 of 5 7. ENTIRE AGREEMENT This Agreement, along with written documents incorporated herein by reference, constitutes the entire agreement between CUSTOMER and SKYNET relative to the Service, and this Agreement can be altered, amended or revoked only by an instrument in writing signed by an authorized representative of both CUSTOMER and SKYNET. CUSTOMER and SKYNET agree hereby that any prior or contemporaneous oral and written agreements between and among themselves and their agents and representatives relative to the subject of this Agreement are superseded and replaced by this Agreement. Any provision of this Agreement found to be unenforceable or invalid by a court of competent jurisdiction shall in no way affect the validity or enforceability of any other provision except th at if such invalid or unenforceable provision provided a material benefit to a party hereto, such party shall have the fight to terminate the Agreement without liability to the other. Each party represents that it has caused this Agreement to be executed on its behalf by a representative empowered to bind that party with respect to the undertaking or obligations contained herein. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year first above written, and agree to the terms and conditions set forth herein. COLORADO SATELLITE LORAL SKYNET, A DIVISION OF BROADCASTING INC. LORAL SPACECOM CORPORATION By: /s/ Ken Boenish By: /s/ R.J. Demartini Name: Ken Boenish Name: R.J. Demartini Title: President Title: Director, Supplier Relations & Customer Contracts Date: January 29, 2002 Date: January 29, 2002 LORAL SKYNET PROPRIETARY EX-10 4 s15-3012_ex102.txt EXHIBIT 10.2 Colorado Satellite Broadcasting Inc.-T70112100 Final Service Description 1-24-02 Page 1 of 4 T70112100 AGREEMENT BETWEEN COLORADO SATELLITE BROADCASTING INC. AND LORAL SKYNET(R) CONCERNING SKYNET(R) SPACE SEGMENT SERVICE This Agreement is made this 24th day of January, 2002 by and between Colorado Satellite Broadcasting Inc., a corporation organized and existing under the laws of the State of Colorado and having its primary place of business at 7007 Winchester Circle, Suite 200, Boulder, CO 80301 (hereinafter referred to as "CUSTOMER", which expression shall include its successors and permitted assigns) and Loral SpaceCom Corporation, a corporation organized and existing under the laws of the State of Delaware, U.S.A., doing business as Loral Skynet, and having a place of business at 500 Hills Drive, Bedminster, New Jersey 07921 (hereinafter referred to as "SKYNET", which expression shall include its successors and permitted assigns). WITNESSETH: WHEREAS, SKYNET has satellite capacity available for the purpose of providing service to Customers on such satellite(s); WHEREAS, CUSTOMER desires to obtain C-Band space segment capacity on the Telstar 7 satellite to be used for satellite transmission service; and NOW, THEREFORE, CUSTOMER and SKYNET, in consideration of the mutual covenants expressed herein, agree as follows: 1. SKYNET SERVICES 1.1 SKYNET offers and CUSTOMER hereby orders C-Band, Non-Preemptible satellite space segment service from February 1, 2002 through January 31, 2006 consisting of 9 MHz of total bandwidth allocation (bandwidth and associated power). Such service will be provided on a full-time basis via the Telstar 7 satellite and will consist of Tracking, Telemetry and Control ("TT&C") and maintenance of the satellite used to 'provide the space segment capacity. SKYNET(R)is a registered trademark ofLoral SpaceCom Corporation LORAL SKYNET PROPRIETARY Colorado Satellite Broadcasting Inc.-T70112100 Final SERVICE Description 1-24-02 Page 2 of 4 1.2 This Agreement consists of this Service Description and the following documents, which are attached hereto and incorporated herein by reference: 1) The General Terms and Conditions 2) Exhibit A - Circuit Parameters 3) Exhibit B - Satellite Access Procedures 1.3 The service as described in Section 1.1 above shall hereinafter be referred to as the "Service" or "Services". 1.4 The Service is furnished to CUSTOMER subject to this Agreement including terms and conditions set forth in the General Terms and Conditions, attached hereto and incorporated by reference. 2. RATE AND TERM OF SERVICE CUSTOMER shall pay a monthly rate for the Service in accordance with Para,apb 2 of the General Terms and Conditions. 3. WIRE TRANSFER INSTRUCTIONS All payments shall be made in immediately available U.S. dollars by electronic funds wire transfer as follows, except as SKYNET may otherwise designate in writing. To ensure accuracy, CUSTOMER should also include its SKYNET account number and the invoice number for which payment is being made. 4. NOTICES All notices, demands, requests, or other communications which may be or are required to be given, served, or sent by one party to the other party pursuant to this Agreement (except as otherwise specifically provided in this Agreement) shall be in writing and shall be delivered by confirmed facsimile, confirmed overnight mail, by hand or mailed by LORAL SKYNET PROPRIETARY Colorado Satellite Broadcasting Inc.-T70112100 Final Service Description 1-24-02 Page 3 of 4 first-class, registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (i) If to CUSTOMER: Colorado Satellite Broadcasting Inc. 7007 Winchester Circle, Suite 200 Boulder, Colorado 80301 Attention: Director of Legal Affairs Phone: 303-786-8700 Fax: 303-938-3838 Billing Contact: Accounts Payable Same address as above (ii) If to SKYNET: LORAL SKYNET 500 Hills Drive Bedminster, NJ 07921 ATTN: Ted Corus Executive Vice President-SKYNET Satellite Services Phone: 908-470-2320 Fax: 908-470-2459 (i) Copy to: LORAL SKYNET 500 Hills Drive Bedminster, NJ 07921 Attention: Daniel J. Zaffarese Senior Contract Manager Phone: 908-470-2352 Fax: 908-470-2453 Either party may designate by notice in writing a new address or addressee, to which any notice, demand, request, or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication which shall be delivered, shall be deemed sufficiently given, served, sent or received for all purposes at such time as it is delivered to the addressee named above as to each party, with the signed messenger receipt, return receipt, or the delivery receipt being deemed conclusive evidence of such delivery. 5. GOOD FAITH CUSTOMER and SKYNET agree to exercise good faith in their application of the provisions of this Agreement and in the performance of their obligations under this Agreement. LORAL SKYNET PROPRIETARY Colorado Satellite Broadcasting Inc.-T70112100 Final Service Description 1-24-02 Page 4 of 4 6. ENTIRE AGREEMENT This Agreement, along with matters incorporated herein by reference, constitutes the entire agreement between CUSTOMER and SKYNET relative to the Service, and this Agreement can be altered, amended or revoked only by an instrument in writing signed by both CUSTOMER and SKYNET. CUSTOMER and SKYNET agree hereby that any prior or contemporaneous oral and written agreements between and among themselves and their agents and / or representatives relative to the subject of this Agreement are superseded and replaced by this Agreement. Any provision of this Agreement found to be unenforceable or invalid by a court of competent jurisdiction shall in no way affect the validity or enforceability of any other provision except that if such invalid or unenforceable provision provided a material benefit to a party hereto, such party shall have the right to terminate the Agreement without liability to the other. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year first above written, and agree to the terms and conditions set forth herein. COLORADO SATELLITE BROADCASTING, INC. LORAL SKYNET, A DIVISION OF LORAL SPACECOM CORPORATION By: /s/ Ken Boenish By: /s/ R. J. Demartini Name: Ken Boenish Name: R.J. Demartini Title: President Title: Director Supplier Relations & Customer Contracts Date: January 25, 2002 Date: January 29, 2002 EX-10 5 s15-3012_ex103.txt EXHIBIT 10.3 Colorado Satelllte Broadcasting Inc-, T70112100-01 Final Service Description Amend One 2-07-02 Page I of 2 TT0112100 - 01 AMENDMENT ONE TO THE AGREEMENT BETWEEN COLORADO SATELLITE BROADCASTING INC. AND LORAL SKYNET(R) CONCERNING SKYNET(R) SPACE SEGMENT SERVICE On this 7th day of February, 2002, this amendment number one ("Amendment 1") is made to the Agreement between Colorado Satellite Broadcasting Inc., a corporation organized and existing under the laws of the State of Colorado and having its primary place of business at 7007 Winchester Circle, Suite 200, Boulder, CO 80301 (hereinafter referred to as "CUSTOMER", which expression shall include its successors and permitted assigns) and Loral SpaceCom Corporation, a corporation organized and existing under the laws of the State of Delaware, U.S.A., doing business as Loral Skynet, and having a place of business at 500 Hills Drive, Bediminster, New Jersey 07921 (hereinafter referred to as "SKYNET", which expression shall include its successors and permitted assigns). WITNESSETH: WHEREAS, on January 24, 2002, CUSTOMER and SKYNET entered into Agreement for SKYNET Space Segment Service on Telstar 7; and WHEREAS, CUSTOMER. and SKYNET now desire to amend the aforementioned Agreement: NOW, THEREFORE, CUSTOMER and SKYNET, in consideration of the mutual covenants expressed hereto, agree as follows: SECTION I.I OF THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING: I.I SKYNET offers and CUSTOMER hereby orders C-Band, Preemtible satellite space segment service from February 1, 2002 through January31, 2005 consisting of 9.5 MHz of total bandwidth allocation (bandwidth and associated power). Such service will be provided on a SKYNET(R) is a registered trademark of Loral SpaceCom Corporation Colorado Satellite Broadcasting Inc, -T70112100-0- Final Service Description Amend One 2-0%02 Page 2 of 2 full-time basis via the Telstar 7 satellite and will consist of Tracking, Telemetry and Control ("TT&C") and maintenance of the satellite used to provide the space segment capacity." : SECTION 2 OF THE AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING: 2. RATE AND TERM OF SERVICE CUSTOMER shall pay a monthly rate for the Service in accordance with Paragraph 2 of the General Terms and Conditions. Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms. IN WITNESS WHEREOF, the parties hereto have entered into this Amendment I as of the: day and year first above written, and agree to the terms and conditions set forth herein. COLORADO SATELLITE DIVISION OF BROADCASTING INC. LORAL SPACECOM LORAL SKYNET CORPORATION Title: Director, Supplier Relations & Customer Contacts LORAL SKYNET PROPRIETARY EX-10 6 s15-3012_ex104.txt EXHIBIT 10.4 AGREEMENT NO.____________ WILLIAMS VYVX SERVICES TELEPORT SERVICES AGREEMENT This is an agreement dated as the 1 day of April, 1999 between Williams Vyvx Services, a business unit of WILLIAMS COMMUNICATIONS, INC., ("Williams") and Colorado Satellite Broadcasting, a division of New Frontier Media, Inc. ("Customer"), in connection with teleport services to be provided by Williams to Customer (the "Agreement"). The terms of this Agreement are as follows: 1. GENERAL DESCRIPTION OF SERVICES Williams will provide the following services (the "Services") pursuant to the terms and conditions of this Agreement: A. A 45 Mb microwave link to provide Customer with redundancy to Customer's DS-3 circuit from Customer's premises in Boulder, Colorado ("Customer's Premises") to Vyvx Teleport Denver (the "Teleport") (hereinafter referred to as the "Microwave Link"). B. An MPEG-2 compression system for transmission of Customer's Programming over the Customer's DS-3 circuit and over the Microwave Link from Customer's Premises to the Teleport. C. One full-time MPEG-2 Digicipher II uplink at the Teleport to the Telstar 4 Satellite, Transponder 19 (the "TEN Programming") D. One full-time analog uplink at the Teleport in the clear (unscrambled) to the Telstar 4 Satellite, Transponder 19 (the "Barker Channel"). 2. RESPONSIBILITIES OF CUSTOMER 2.1 Environment for and Access to Williams' Equipment. Williams will install the following equipment at Customer's Premises in connection with provision of the Services (hereinafter referred to as the "Williams Equipment"): 2 Tektronix Codec Chassis (Model M2T300) 4 Tektronix 4:2:2 Encoders (Model M2T300 EC) 2 Tektronix ATM MMode (Model M2T300 N1) 1 Tektronix M2 DS-3 CNVRTR (Model M2ADS3) Teleport Services Agreement Page 2 of 11 1 DMC 18 GHz DS-3 Microwave Radio Antenna with pole mount and Indoor Unit 1 FORE Systems DS-3 Switch Customer shall provide suitable space and environment for Williams' Equipment, as well as uninterruptible power supply (UPS). Additionally, Customer shall allow Williams reasonable access to Williams Equipment for routine maintenance and immediate access in event of technical need. 2.2 Signal Delivery. Customer shall be solely responsible for delivery of its signal(s) to the Demarcation Point at Customer's Premises. The Demarcation Point shall be defined as the output from Customer's routing system to the Williams' equipment at Customer's premise. Customer shall be required to manually switch the Customer Programming feeds into the patch bay in the event of a channel failure requiring use of the redundant channel or in the event that Customer desires to use the redundant channel for occasional transmission purposes as set forth in more detail herein. 2.3 Customer's DS-3 Circuit. The parties intend that the primary path for Customer's signals shall be via a DS-3 circuit (the "DS-3 Circuit") between Customer's Premises and the Teleport that Customer is obtaining from another vendor. Customer shall be solely responsible for the DS-3 Circuit, including payment to and all interaction with Customer's vendor. 2.4 Compliance with Technical Specifications. Customer's video and audio signals delivered to the Demarcation Point and via Customer's Circuit to the Teleport shall comply with RS 170A Standards as defined by FCC. 2.5 Transponder. Customer shall be solely responsible for obtaining Transponder 19 on the Telstar 4 Satellite (the "Transponder") at Customer's sole expense. Customer shall provide Williams with sufficient information regarding the Transponder to be able to provide the Services. 2.6 Downlink Equipment. Customer shall be solely responsible for receiving the satellite signals from the Transponder, including all downlink equipment necessary for reception of the satellite signals. 2.7 Digicipher Authorizations. Customer has chosen to encrypt the Ten Programming, as defined below, with a GI Digicipher system. Williams has purchased the GI Digicipher MPEG-2 encoding system with "Conditional Access," for use in providing Customer the Services. Customer shall be responsible for the authorization of commercial decoders in Customer's network, so that the correct end user receives the correct programming. In this regard, Customer shall be solely responsible for obtaining and maintaining a dial up telephone connection to the Conditional Access portion of the Digicipher system for use in conjunction with authorization of commercial decoders to receive, Customer's Programming. In the event Customer has technical difficulties with authorization of Customer's network decoder, Williams will authorize decoders upon Customer's written request. 2.8 Monitoring of Customer's Programming. Customer shall be solely responsible for all video and audio monitoring of the satellite returned signal. Williams will monitor only the satellite RF (radio frequency) representation of the Service. Teleport Services Agreement Page 3 of 11 2.9 Service Charge. 2.10 Labor. If Williams performs labor for Customer, at Customer's request, other than in connection with the Services, then Customer agrees to pay Williams for that labor at the rate of $150.00 per hour. An example of when a labor charge would be charged is if Williams agreed to switch out an item of Customer's equipment with a replacement part provided by Customer. 2.11 Single Source of Contact. Customer shall be the single point of contact for Customer's customers regarding the Services provided hereunder. Under no circumstances shall Customer distribute contact information for the Teleport or Williams Communications, Inc. to Customer's customers. 3. RESPONSIBILITIES OF WILLIAMS 3.1 Services. Williams shall provide the following Services to Customer: (a) The MPEG-2 Compression System. Williams' Equipment at Customer's Premises is a 1:2 MPEG-2 compression system for transmission of Customer's signals over Customer's Circuit to the Teleport, as well as over the Microwave Link to the Teleport. There are two primary channels of service and one channel for redundancy purposes. The MPEG-2 Compression System will be used to compress Customer's "Barker" Channel and Customer's "TEN" program product. These two channels are identified as "Primary Channels." The third channel of the MPEG-2 Compression System is used for redundancy. On occasion, this third channel can be used to deliver an additional "barker" channel to the Teleport. It is understood that in the event of a failure of one of the Primary Channels on the MPEG-2 Compression System, the third channel will be used for the failed transmission path, even when the third channel is being used for the additional occasional barker channel. Customer is responsible for the switching of the correct program material to the Williams' patch bay at Customer's Premises. (b) Redundant Signal Delivery to Teleport. As stated above, it is the intent of the parties that Customer's Circuit shall be the primary transmission path and that the Microwave Link provided by Williams shall be the redundant transmission path. In this regard, the output of the MPEG-2 Compression System will be split to be transmitted via Customer's Circuit and the Microwave Link for the purposes of Teleport Services Agreement Page 4 of 11 (c) redundancy. The Microwave Link provided by Williams is "single thread" and does not have any redundant features. The redundant DS-3 signals are received at the Teleport and are connected to the decoding MPEG-2 equipment. An automatic sensing system monitors the output of the decoders, and the best signal is automatically routed to the satellite transmission system. Full-Time Uplink for Ten Programming. Williams shall provide one full-time uplink with MPEG-2 Digicipher II encryption to the Transponder of Customer's Ten Programming. From the output of the decoders of the signals delivered from Customer's Premises to the Teleport, the TEN Programming signals are encrypted by the General Instrument MPEG-2 Digicipher II video compression system. This system is configured for 1:1 redundancy. Other specifications and parameters for this system are found in the attached link budget. The Ten Programming is then combined with the Barker Channel and the combined RF transmission is then transmitted to the Transponder. Those portions of the Ten Programming Uplink that are redundant are the MPEG-2 encoder (1 :N), a "cold" DEC Microvax computer, and a I:N RF transmission system. Customer acknowledges that all other aspects of the uplink are not redundant. (d) Full-Time Uplink for the Barker Channel. Williams shall provide one full-time analog uplink to the transponder of Customer's Barker Channel. This transmission will meet parameters of the RS250C specifications as defined by the FCC. From the output of the decoders of the signals delivered from Customer's Premises to the Teleport, the Barker Channel signals are transmission to the analog modulation system. The Barker Channel is transmitted to the Transponder with no encryption or scrambling. Performance characteristics of the Barker Channel transmission can be found in the attached link budget. The Barker Channel is then combined with the Ten Programming and the combined RF transmission is then transmitted to the Transponder. Those portions of the Barker Channel Uplink that are redundant are the modulators (1:1) and a I:N RF transmission system. Customer acknowledges that all other aspects of the uplink are not redundant. 3.2 Equipment. Williams shall provide all necessary equipment for the Microwave Link and at the Teleport to uplink Customer's signals in accordance with this. Williams' Equipment and all other equipment provided by Williams shall remain the property of Williams. 3.3 Monitor. Williams will monitor only the RF representation of the Ten Programming and the 'Barker Channel (hereinafter referred to as "Customer's Programming"). Williams will communicate with Customer as promptly as possible regarding any technical problems with the Services. 3.4 Program Origination. At no time shall the Teleport provide programming origination or tape playback services for Customer. Teleport Services Agreement Page 5 of 11 3.5 Service Initiation. Williams initiated the Services on April 1, 1999 (the "Service Initiation Date"). Customer acknowledges that the Services began using the Microwave Link for delivery of Customer's Programming to the Teleport, because Customer's Circuit was not yet in service. Customer acknowledged and accepted the risks of operating the Services on the single thread Microwave Link. 4. OCCASIONAL UPLINK OF "BARKER" PROGRAMMING As described above, Customer may request that the third channel of the Compression System be used to relay an additional "barker" channel to the Teleport for satellite transmission, subject to availability of Williams' resources to provide this additional service. Customer must request this occasional uplink a minimum of 48 hours in advance. If request is made ~vith less than 48 hours notice, Williams will make best effort to provide the "barker" channel based on resource availability. Customer is responsible for securing satellite transponder capacity and ensuring in advance that the Teleport can provide occasional uplinking to such transponder capacity. If Customer cancels its request for this occasional uplink more than 24 hours before the scheduled uplink is to begin, then Williams will not charge Customer. If Customer cancels its request for this occasional uplink less than 24 hours before the scheduled uplink is to begin, then Customer will pay 100% of the charges for the scheduled uplink. Occasional uplinking of a second "barker" channel shall be charged to Customer at the rate of $75 per hour, with a one hour minimum. If Customer purchases pre-emptible satellite transponder capacity, Customer must provide Williams with a single point of contact who will be responsible for notifying the Teleport in the event Customer's transponder capacity is pre-empted. 5. ADDITIONAL SERVICES From time to time changes may be made in the Services which shall be reflected in amendments to this Agreement and shall be executed by authorized individuals of both parties. 6. TERM. This Agreement shall be deemed effective as of April 1, 1999 and shall continue in effect until the termination of the Services on May 31, 2004 (the "Original Term"). 7. AUTOMATIC RENEWAL. After the expiration of the Original Term, this Agreement shall automatically renew for successive one-year renewal terms (each a "Renewal Term") unless either party notifies the other party in writing not less than sixty (60) days prior to the end of the Original Term or any Renewal Term that it does wish to renew the Agreement. 8. ANNUAL SERVICE CHARGE ADJUSTMENT. On each anniversary of the Service Initiation Date during the Original Term or any Renewal Term of this Agreement, the Service Charge shall be increased by an amount equal to the Consumer Price Index for All Urban Consumers (CPI-U), as originally published by the Bureau of Labor Statistics, for all items less food and energy, unadjusted for the twelve month period ending the previous December 31. 9. COMMITMENT. Customer agrees that this is a take-or-pay commitment and that failure to use the Services throughout the Term does not affect Customer's obligation to pay the Service Charge throughout the Term. The parties agree that Customer's minimum commitment pursuant to this Agreement though the Original Term $2,659,500. The parties agree that this take-or-pay commitment is a potion of the consideration for this Agreement, and that it is not a penalty. 10. LATE PAYMENT. If the Service Charge is not received on its due date, or if any other payment is not received by Williams within 30 days after the date of invoice, then such overdue Teleport Services Agreement Page 6 of 11 amount shall be subject to late payment charges at the lower of 18% per annum or the highest legally permissible rate of interest until the date payment is actually received. 11. SUSPENSION RIGHT. In the event that Customer has failed to pay any amount when due, Williams shall have the right to suspend any or all of the Services. Williams shall only exercise this Suspension Right by first providing Customer with five business days' written notice by facsimile. If Williams receives payment from Customer of all amounts due within the five-day notice period, then Customer's Services shall not be suspended. Suspension of Services does not affect Customer's obligation to pay the Service Charges through the Term of this Agreement. 12. TERMINATION. Either party may terminate this Agreement due to a material breach of this Agreement by the other party. The non-breaching party shall provide written notice to the breaching party of the alleged breach, and the breaching party shall have sixty (60) days to cure the breach. If the breach has not been cured within this sixty-day period, then the non-breaching party may terminate upon thirty (30) days' written notice. Customer shall pay Williams in accordance with this Agreement for all Services performed up to and including the effective date of termination. 13. TAXES. Customer acknowledges and understands that all charges are computed exclusive of any applicable federal, state or local use, excise, franchise, sales and privilege taxes, duties, fees or similar liabilities (other than general income or property taxes), including without limitation, any tax or charge levied to support the Universal Service Fund contemplated by the Telecommunications Act of 1996, whether charged to or against Williams, its suppliers or affiliates or Customer for the Service provided to Customer ("Taxes"). Such Taxes shall be paid by Customer in addition to all other charges provided for herein. 14. OUTAGE ALLOWANCE. 14.1 Calculation of Outage Allowance. If applicable, Williams shall grant Customer an allowance (an "Outage Allowance") for Services as follows: (a) For purposes of this Agreement an interruption to Services ("Interruption") will be deemed to have occurred when Services are either not provided at all or fail to meet the requirements of the Agreement for a period of five minutes or more. An Interruption begins the earlier of when Customer notifies Williams of the Interruption or when Williams is actually aware of the Interruption. An Interruption will be considered to have ended when Services in accordance with this Agreement have been restored. (b) When an Interruption occurs for a period of thirty (30) seconds or more, an Outage Allowance will be extended to the customer on the basis of five (5) minutes for each five (5) minutes, or fraction thereof, of the Interruption. (c) Two or more Interruptions occurring during any period of five (5) consecutive minutes shall be considered as one five-minute Interruption. Teleport Services Agreement Page 7 of 11 (d) If an Interruption of Services occurs, then for each Interruption, Williams shall grant Customer an Outage Allowance based on the Service Charge and the length of the Interruption calculated pursuant to the equation below. Any such Outage Allowance shall be applied to the next succeeding monthly billing to Customer and shall not for any month exceed the Service Charge. Outage Allowance = Interruption (in Minutes) x Service Charge 43,200 (deemed number of minutes per month) 14.2 Audio/Video. An Interruption of either the audio or video portion of the Services shall be considered an Interruption. 14.3 Exceptions to Outage Allowance. In no case shall an Outage Allowance be made for any Interruption that is a result of, or attributable in whole or in part to: (a) Any failure on the part of Customer to perform its material or operational obligations pursuant to this Agreement; (b) The failure of Customer's Signal provided by Customer or by carriers other than Williams; (c) The failure of transmission lines, equipment, or other facilities provided by the Customer; (d) The failure or nonperformance of any earth station not provided by Williams; (e) Reasonable periodic maintenance as approved in advance by Customer; (f) Interference from third party transmission or usage; (g) Cooperative testing; (which customer shall be notified of in advance); (h) Sun transit outage or rain fade; or (i) Any other act or failure to act by Customer. 14.5 Credit Memoranda. Interruptions and Outage Allowances shall be acknowledged by Williams through the issuance of credit memoranda. Such memoranda shall be issued within fifteen (15) days of the close of each calendar month and shall reflect all Outage Allowances payment the amount specified in the credit memorandum received in the preceding month. 14.6 Time Limitation. In no event shall Williams be liable for Outage Allowances for interruption unless the claim for such Outage Allowance is made in writing to the following address within thirty (30) days after the date of the interruption: Teleport Services Agreement Page 8 of 11 Williams Teleport Denver 9174 South Jamaica Street Englewood, CO 80112 Fax: (303) 799-8325 Attn: Operations Manager 15. WILLIAMS' RIGHT TO RE-CONFIGURE TELEPORT. Williams shall have the right to re-configure or relocate the Teleport. 16. RISK OF LOSS. Customer bears all risk of toss or damage to Williams' Equipment resulting from Customer's negligent acts or omissions. Williams shall bear risk of loss or damage to Williams' Equipment resulting from any other cause. 17. CONTRACT NOTICES. Any required notices pursuant to this Agreement shall be sent by facsimile, with confirmation by overnight courier to the parties at the following addresses: Williams Vyvx Services, a business unit of Williams Communications, Inc. One Williams Center, 26th Floor Tulsa, OK 74172 TELEPHONE: 918-573-5602 FAX: (918) 574-6042 Attention: Contract Administration 18. OPERATIONAL NOTICES. If Customer has any technical problems with Customer's signals or the Services, Customer may call the Teleport at 303-397-4100 on a 24 x 7 basis. Williams will communicate with Customer as promptly as possible regarding any technical problems with Williams' Equipment, Customer's signals or the Services. For purposes of these communications from Williams, Customer agrees that Williams should contact the operational contacts of Customer, in the following order: Customer Contact No. 1 Name: Operator on Duty Title: Operations Telephone: (303) 413-1522 Mobile: Pager: Fax: Customer shall update its list of Operational Contacts with Williams as needed. Williams shall not be responsible for any Interruptions or other technical problems with Williams' Equipment, Customer's signals or the Services in the event that Williams has diligently attempted to communicate with Customer's Operational Contacts according to the information provided by Customer to Williams and Williams is unable to establish communications with them and such communications are required to enable Williams to eliminate the Interruptions, or other technical problems. Teleport Services Agreement Page 9 of 11 19. LIMITATION OF WILLIAMS' LIABILITY. 19.1 EXCEPTING ONLY LIABILITY FOR WILLIAMS' RECKLESS OR WILLFUL MISCONDUCT, WILLIAMS' LIABILITY ARISING OUT OF ITS PROVISION OF SERVICES HEREUNDER, INCLUDING BUT NOT LIMITED TO LIABILITIES ARISING OUT OF WILLIAMS' NEGLIGENCE, MISTAKES AND OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS, OR OTHER DEFECTS IN THE SERVICES OR BREACH OF CONTRACT OR ARISING OUT OF THE FAILURE TO FURNISH SERVICES, WHETHER CAUSED BY ACTS OF COMMISSION OR OMISSION, SHALL BE LIMITED TO THE EXTENSION OF ALLOWANCES FOR INTERRUPTIONS AS SET FORTH IN THIS AGREEMENT. SUCH ALLOWANCES FOR INTERRUPTION SHALL BE THE SOLE REMEDY OF CUSTOMER, INCLUDING ANY END USER OF CUSTOMER, AND THE SOLE LIABILITY OF WILLIAMS HEREUNDER. WILLIAMS' LIABILITY FOR DAMAGES OR LOSSES OF ANY KIND ARISING OUT OF ITS FURNISHING SERVICES SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO ITS FIXED MONTHLY O1~ OTHER CHARGE ALLOCABLE TO THE FAULTY OR DEFECTIVE SERVICE. 19.2 NOTWITHSTANDING THE PROVISIONS OF THE PRECEDING SUBPARAGRAPH, WILLIAMS SHALL NOT BE LIABLE TO CUSTOMER OR ANY END USER FOR ANY LOSS OF, DEFECTS IN OR ANY INABILITY TO FURNISH SERVICE DUE TO ACTS OF GOD, ACTS OF GOVERNMENT, WARS, RIOTS, STRIKES, FAILURE OF A TRANSPONDER, FAILURE OF Pt SATELLITE, FAILURE OF ANY OTHER TRANSMISSION EQUIPMENT OR OTHER CAI JSES BEYOND WILLIAMS' CONTROL. 19.3 ANY AND ALL EXPRES'S AND IMPLIED WARRANTIES RELATING TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE OR USE, ARE EXPRESSLY DISCLAIMED. IN NO EVENT SHALL WILLIAMS BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS), REGARDLESS OF THE FORESEEABILITY THEREOF, OCCASIONED BY THE TERMINATION OF CUSTOMER'S RIGHTS TO USE, OR THE PREEMPTION OF OR THE FAILURE OF, OR LOSS OF TECHNICAL QUALITY OF, THE SERVICES OR BY ANY DELAY IN COMMENCEMENT OF THIS AGREEMENT OR BY ANY OTHER CAUSE OR MATTER WHATSOEVER. CUSTOMER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS WILLIAMS FROM ANY CLAIMS MADE UNDER A WARRANTY OR REPRESENTATION MADE BY CUSTOMER TO ANY THIRD PARTY WITH RESPECT TO THE SERVICES. 20. CUSTOMER'S CONTENT. 20.1 Responsibility for Content. Customer shall be solely responsible for all content transmitted by Williams as pan of the Services. Further, Customer shall make all arrangements with other common carriers, stations, networks, sponsors, music licensing organizations, performers, representatives or other parties for the authorizations necessary to avail itself of the Services. Customer shall indemnify, defend, and save harmless Williams from any liability arising out of failure to make such arrangements. 20.2 Content Indemnity. Customer shall indemnify, defend, and save harmless Williams from and against all loss, liability, damage and expense, including reasonable Teleport Services Agreement Page l0 of 11 attorneys' fees, due to claims arising out of the content of any programming transmitted over Williams' facilities pursuant to this Agreement including without limitation, any claim for libel, slander, or infringement of copyright and any other claim resulting from any act or omission of Customer arising from Customer's use of Williams' facilities or the Services. 20.3 No Violation of Law. Customer shall not use the Services for an unlawful purpose, including (without limitation) any use, which constitutes a violation of any state or federal obscenity laws. Williams shall have the right to terminate this Agreement and the Services provided hereunder without liability to Customer in the event that Williams, its officers, employees or agents, becomes the subject of any investigation, or is threatened with or made a party to any administrative proceeding or litigation, related to the alleged illegal use of the Services by Customer. 21. NO THIRD-PARTY BENEFICIARY. The provisions of this Agreement are for the benefit only of the parties hereto, and no third party may seek to enforce, or benefit from these provisions. 22. LEGAL EXPENSES. If any proceeding is brought for the enforcement of this Agreement, or because of an alleged or actual dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs and expenses incurred in such action or proceeding in addition to any other relief to which such party may be entitled. 23. FORCE MAJEURE. Notwithstanding any other provision of this Agreement, neither Williams nor Customer shall be held liable for any delay or failure to perform any part of this Agreement (other than non-payment of amounts due hereunder) for any cause beyond its control and without its fault or negligence, including but not limited to acts or omissions of civil or military authorities, national or local emergencies, government regulations, embargoes, epidemics, wars, terrorist acts, sabotage, riots, insurrections, fires, lightning, sun, hail, high winds or other adverse weather conditions, explosions, nuclear accidents, strikes, extended power blackouts, natural disasters including but not limited to earthquakes, floods or volcanic action, failure of satellite transponder or failure of any third party facilities, equipment or services (outside of the control of Williams and its subcontractors) or any law, regulation or order of any government agency or court of competent jurisdiction affecting either of the parties hereto in the performance of their obligations hereunder. 24. INDEPENDENT CONTRACTORS. The parties to this Agreement are independent contractors, and none of the provisions of this Agreement shall be interpreted or deemed to create any relationship between Williams and Customer other than that of independent contractors. Without limiting the generality of the foregoing, Williams and Customer shall have sole responsibilities for the withholding of all federal and state income taxes, unemployment insurance tax, social security tax and other withholding with respect to payments made by it to its employees performing services for it under this Agreement. Neither party's directors, officers, employees, contractors or agents shall be deemed employees of the other party or shall be entitled to compensation or any employment benefits of any kind provided by the other party to its employees. Teleport Services Agreement Page 11 of 11 25. WAIVER. No delay or failure of Williams or Customer to insist on performance of any of the terms or conditions herein or to exercise any right or privilege, or either party's waiver of any breach hereunder, shall be construed to be a waiver thereof or a waiver of any other terms, conditions or privileges, whether of the same or similar type. 26. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard to its choice of law provisions. 27. SEVERABILITY. If any term or provision of this Agreement shall, to any extent, be determined to be invalid or unenforceable by a court or body of competent jurisdiction, then (a) both parties shall be relieved of all obligations arising under such provision and this Agreement shall be deemed amended by modifying such provision to the extent necessary to make it valid and enforceable while preserving its intent, and (b) the remainder of this Agreement shall be valid and enforceable. 28. SURVIVAL OF TERMS AND CONDITIONS. The terms and conditions of this Agreement which by their nature extend beyond termination of this Agreement shall survive the expiration or termination of this Agreement to the full extent necessary for their enforcement and for the protection of the party in whose favor they operate. 29. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. 30. PARTIES BOUND BY AGREEMENT; ASSIGNMENT. This Agreement is binding upon and shall inure to the benefit of the parties hereto and upon their respective successors and permitted assigns. Customer may not assign this Agreement without the prior written consent of Williams, which consent shall not be unreasonably withheld, delayed or conditioned. 31. ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior understandings, oral agreements and/or writings, between the parties regarding the subjects within this Agreement, including, without limitation, that certain Letter of Intent dated February 16, 1999, by and between Williams and Customer. This Agreement may only be amended or modified in writing signed by Customer and Williams. Teleport Services Agreement Page 12 of 11 IN WITNESS WHEREOF the parties have executed this Agreement by the hand of their respective duly authorized officers. Williams Vyvx Services, a business unit Colorado Satellite Broadcasting, a of Williams Communications, Inc. division of New Frontier Media, Inc. By: /s/ Michael Schlesier By: /s/ Thomas Nyiri Name: Michael Schlesier Name: Thomas Nyiri Title: VP Media and Entertainment Title: Chief Technology Officer Date: January 15, 2000 Date: January 15, 2000 EX-10 7 s15-3012_ex105.txt EXHIBIT 10.5 AMENDMENT I THIS AMENDMENT I ("Amendment") is effective the 1st day of June, 1999, by and between Williams Vyvx Services, a business unit of Williams Communications, Inc. ("Williams") and Colorado Satellite Broadcasting, a division of New Frontier Media, Inc. ("Customer"). WHEREAS, Williams and Customer are parties to that certain Teleport Services Agreement, effective 1st day of April, 1999, (the "Agreement"); and WHEREAS, Williams and Customer desire to amend the Agreement; NOW, THEREFORE in consideration of the foregoing premises and mutual promises and covenants of the parties hereto, the receipt and sufficiency of which is hereby acknowledged, Williams and Customer agree to amend the Agreement as follows: 1. The following shall be added as sub-section 3(e): (e) Additional Carrier Uplinked to the Transponder. Williams shall provide the following additional service, as referenced in Table 1, subject to the terms and conditions of the Agreement: one additional full-time MPEG 2 Digicipher II carrier shall be uplinked to the Transponder. The redundant channel on the Compression System shall be used to transmit the additional service over Customer's Circuit and the Microwave Link from Customer's Premise to the Teleport. For this additional service, Williams shall charge Customer an additional $11,500 per month for the remainder of the Term. Section 2.9, Service Charge, shall be revised to read as follows: 3. Section 9 Commitment shall be revised to read as follows: COMMITMENT. Customer agrees that this is a take-or-pay commitment and that failure to use the Services throughout the Term does not affect Customer's obligation to pay the Service Charge throughout the Term. The parties agree that Customer's minimum commitment pursuant to this Agreement through the Original Term is $ 3,349,500. The parties agree that this take-or-pay commitment is a portion of the consideration for this Agreement, and that it is not a penalty 4. Except as specifically amended herein, all terms, conditions and provisions contained in the Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment on the___ day of July, 2000. WILLIAMS VYVX SERVICES, A BUSINESS UNIT OF WILLIAMS COMMUNICATIONS, INC. BY: /s/ Michael Schlesier NAME: Michael Schlesier TITLE: VP Media & Entertainment DATE: July 13, 2000 COLORADO SATELLITE BROADCASTING, A DIVISION OF NEW FRONTIER MEDIA, INC. BY: /s/ Michael Weiner NAME: Michael Weiner TITLE Executive Vice President DATE: July 13, 2000 Service # Service Description Satellite Transponder - ------------------------------------------------------------------------- 1 Barker Telstar 4 19 2 TeN Telstar 4 19 3 Pleasure Telstar 4 19 4 Extasy Telstar 4 4 5 Gonzo X Telstar 4 7 6 True Blue Telstar 4 5 7 ETC Telstar 4 7 EX-10 8 s15-3012_ex106.txt EXHIBIT 10.6 AMENDMENT II THIS AMENDMENT II ("Amendment") is effective the 24th day of January, 2000, by and between Williams Vyvx Services, a business unit of Williams Communications, Inc. ("Williams") and Colorado Satellite Broadcasting, a division of New Frontier Media, Inc. ("Customer"). WHEREAS, Williams and Customer are parties to that certain Teleport Services Agreement, effective, the 1ST day of April, 1999 (the "Agreement"); and WHEREAS, Williams and Customer desire to amend the Agreement; NOW, THEREFORE in consideration of the foregoing premises and mutual promises and covenants of the parties hereto, the receipt and sufficiency of which is hereby acknowledged, Williams and Customer agree to amend the Agreement as follows: 1. The following shall be added as sub-section 3 (f): (f) Additional Carriers Uplinked to the Transponders. Williams shall provide the following additional services, as referenced in Table 1, subject to the terms and conditions of this Agreement: three additional full-time VideoCipher II+ carriers shall be uplinked to the Transponders. Three additional channels were added to the Compression System and shall be used to transmit the additional services over Customer's Circuit and the Microwave Link from Customer's Premise to the Teleport. The customer is responsible to deliver to Williams a scrambled signal from three customer-provided VideoCipher II+ scrambling systems. Williams shall provide one redundant "on-the-shelf" spare VideoCipher II+ scrambling system. Customer is responsible for all maintenance and software licensing of all customer-provided equipment as well as Williams' "on-the-shelf" spare VideoCipher II+ scrambling system and their associated MicroVax computers. For these additional services, Williams shall charge Customer an additional $31,500 per month, broken down to $11,500 per month for Service 4, $10,500 per month for Service 5, $9,500 per month for Service 6 for the remainder of the Term. 2. Section 2.9, Service Charge, shall be revised. 3. Section 9 Commitment shall be revised to read as follows: COMMITMENT. Customer agrees that this is a take-or-pay commitment and that failure to use the Services throughout the Term does not affect Customer's obligation to pay the Service Charge throughout the Term. The parties agree that Customer's minimum commitment pursuant to this Agreement through the Original Term is $5,145,000. The parties agree that this take-or-pay commitment is a portion of the consideration for this Agreement, and that it is not a penalty 4. Except as specifically amended herein, all terms, conditions and provisions contained in the Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment on the 13 day of July, 2000. WILLIAMS VYVX SERVICES, A BUSINESS COLORADO SATELLITE BROADCASTING, UNIT OF WILLIAMS COMMUNICATIONS, INC. A DIVISION OF NEW FRONTIER MEDIA, INC. BY: /s/ Michael Schlesier BY: /s/ Michael Weiner NAME: Michael Schlesier NAME: Michael Weiner TITLE: VP Media & Entertainment TITLE: Executive Vice President DATE: July 13, 2000 DATE: July 13, 2000 Service # Service Description Satellite Transponder - ------------------------------------------------------------------------- 1 Barker Telstar 4 19 2 TeN Telstar 4 19 3 Pleasure Telstar 4 19 4 Extasy Telstar 4 4 5 Gonzo X Telstar 4 7 6 True Blue Telstar 4 5 7 ETC Telstar 4 7 EX-10 9 s15-3012_ex107.txt EXHIBIT 10.7 AMENDMENT III THIS AMENDMENT III ("Amendment") is effective the 1st day of May, 2000, by and between Williams Vyvx Services, a business unit of Williams Communications, Inc. ("Williams") and Colorado Satellite Broadcasting, a division of New Frontier Media, Inc. ("Customer"). WHEREAS, Williams and Customer are parties to that certain Teleport Services Agreement, effective 1st day of April, (the "Agreement"); and WHEREAS, Williams and Customer desire to amend the Agreement; NOW, THEREFORE in consideration of the foregoing premises and mutual promises and covenants of the parties hereto, the receipt and sufficiency of which is hereby acknowledged, Williams and Customer agree to amend the Agreement as follows: 1. The following shall be added as sub-section 3 (g): (g) Additional Carrier Uplinked to the Transponder. Williams shall provide the following additional service, as referenced in Table 1, subject to the terms and conditions of the Agreement: one additional full-time MPEG 2 Digicipher II carrier shall be uplinked to the Transponder. An additional channel on the Compression System shall be added and used to transmit the additional service over Customer's Circuit and the Microwave Link from Customer's Premise to the Teleport. For this additional service, Williams shall charge Customer an additional $24,800 per month for the remainder of the Term. 2. Section 2.9, Service Charge, shall be revised. 3. Section 9 Commitment shall be revised to read as follows: COMMITMENT. Customer agrees that this is a take-or-pay commitment and that failure to use the Services throughout the Term does not affect Customer's obligation to pay the Service Charge throughout the Term. The parties agree that Customer's minimum commitment pursuant to this Agreement through the Original Term is $6,335,400. The parties agree that this take-or-pay commitment is a portion of the consideration for this Agreement, and that it is not a penalty 4. Except as specifically amended herein, all terms, conditions and provisions contained in the Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment on the 13 day of July, 2000. WILLIAMS VYVX SERVICES, A BUSINESS COLORADO SATELLITE BROADCASTING, UNIT OF WILLIAMS COMMUNICATIONS, INC. A DIVISION OF NEW FRONTIER MEDIA, INC. BY: /s/ Michael Schlesier BY: /s/ Michael Weiner NAME: Michael Schlesier NAME: Michael Weiner TITLE: VP Media & Entertainment TITLE: Executive Vice President DATE: July 13, 2000 DATE: July 13, 2000 Service # Service Description Satellite Transponder - ------------------------------------------------------------------------- 1 Barker Telstar 4 19 2 TeN Telstar 4 19 3 Pleasure Telstar 4 19 4 Extasy Telstar 4 4 5 Gonzo X Telstar 4 7 6 True Blue Telstar 4 5 7 ETC Telstar 4 7 EX-10 10 s15-3012_ex108.txt EXHIBIT 10.8 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of August 1, 2002 between KARYN L. MILLER, an individual with a residence at 963 Arrow Wood Drive, Golden, CO 80401 (the "Executive"), and NEW FRONTIER MEDIA, INC. ("New Frontier"), a Colorado corporation with a principal office at 7007 Winchester Circle, Suite 200, Boulder, Colorado, recites and provides as follows: WHEREAS, New Frontier desires to retain the services of the Executive on the terms and conditions set forth herein; and WHEREAS, the Executive desires to remain employed with New Frontier on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, New Frontier and the Executive agree as follows: 1. EMPLOYMENT PERIOD. New Frontier hereby agrees to employ the Executive, and the Executive hereby agrees to accept employment by New Frontier, in accordance with the terms and provisions of this Agreement, for the period commencing on the date of this Agreement (the "Effective Date") and ending at midnight on March 31, 2004 (the "Employment Period"). 2. TERMS OF EMPLOYMENT. (A) POSITION AND DUTIES. (i) During the Employment Period, the Executive shall serve as Chief Financial Officer of New Frontier and shall have such authority and perform such executive duties as are commensurate with that position. The Executive's services shall be performed at New Frontier's headquarters in Boulder, Colorado, and at such other locations as may be required by New Frontier. (ii) During the Employment Period, and excluding any periods of vacation and leave to which the Executive is entitled, the Executive agrees to devote her full attention to the business and affairs of New Frontier and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable efforts to perform faithfully such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to: (a) serve on corporate, civic, charitable, and professional association boards or committees; (b) deliver lectures or fulfill speaking engagements; and (c) manage personal investments, so long as such activities do not materially interfere with the performance of the Executive's responsibilities as an employee of New Frontier in accordance with this Agreement. The Executive's employment under this Agreement shall be the Executive's exclusive employment during the term of the Employment Period. (B) COMPENSATION. (i) Base Salary. During the Employment Period, the Executive shall receive a base salary ("Base Salary"), which shall be paid in equal installments on a bi-weekly basis, at the annual rate of not less than One Hundred and Fifty Thousand Dollars ($150,000) per year. During the Employment Period, the Base Salary shall be reviewed at least annually in August by the Compensation Committee of the Board of Directors of New Frontier. Any increase in Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. Base Salary shall not be reduced and the term Base Salary as used in this Agreement shall mean the Base Salary as so increased. (ii) Discretionary Bonus. In addition to the Executive's Base Salary, the Compensation Committee of the Board of Directors of New Frontier may, in its sole discretion, award to the Executive bonus(es). (iii) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all employment-related expenses incurred by the Executive in accordance with the policies, practices and procedures of New Frontier as in effect generally from time to time after the Effective Date with respect to other peer executives of New Frontier. (iv) Vacation. During the Employment Period, the Executive shall be entitled to four weeks paid vacation per year, which may be used in accordance with the policies, programs and practices of New Frontier, which are in effect generally from time to time after the Effective Date with respect to other peer executives of New Frontier. (v) Sick Leave. During the Employment Period, the Executive shall be entitled to paid sick leave in accordance with the policies, programs and practices of New Frontier, which are in effect generally from time to time after the Effective Date with respect to other peer executives of New Frontier. (vi) Car Allowance. During the Employment Period, the Executive shall be entitled to a $650 a month car allowance, in accordance with New Frontier's car allowance policy, in lieu of expenses associated with the operation of her automobile. (vii) Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all savings and retirement plans to the extent applicable generally to other peer executives of New Frontier, including any 401(k) plan maintained by New Frontier. (viii) Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive's family and dependents, as the case may be, shall be eligible for participation in and shall receive all benefits under all welfare benefit plans provided by New Frontier (including, without limitation, medical, prescription, dental, disability, salary continuance, employee life, group life, and accidental death and travel accident insurance plans) to the extent applicable generally to other peer executives of New Frontier. 2 (C) Relationship Subsequent to this Agreement. If the parties do not execute a new written agreement upon expiration of this Agreement, the employment of the Executive shall continue on an as at-will basis. 3. EARLY TERMINATION OF EMPLOYMENT BY NEW FRONTIER. (A) FOR CAUSE. New Frontier may terminate the Executive's employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean (i) the conviction of the Executive for committing an act of fraud, embezzlement, theft or other act constituting a crime or the guilty or nolo contendere plea of the Executive to such a crime; (ii) fraudulent conduct or an act of dishonesty or breach of trust on the part of the Executive in connection with New Frontier's business; (iii) violation of any New Frontier policy of which the Executive is aware and is given a reasonable opportunity to cure; (iv) failure, neglect, or refusal by the Executive properly to discharge, perform or observe any or all of the Executive's job duties; (v) failure by the Executive to engage in diligent efforts to perform the Executive's job duties; and (vi) breach of the confidentiality or non-competition provisions of this Agreement. (B) WITHOUT CAUSE. New Frontier may terminate the Executive's employment at anytime without cause. (C) UPON EMPLOYEE'S DEATH OR DISABILITY. The Executive's employment shall terminate automatically upon the Executive's death or upon a good faith determination by New Frontier that the Executive is disabled. New Frontier will deem the Executive disabled if and when, in the good faith judgment of New Frontier, the Executive is unable to perform the material functions of her job, even with reasonable accommodation, for a total of 90 days out of any six month period. 4. TERMINATION BY EXECUTIVE FOR GOOD REASON. The Executive may terminate her employment with New Frontier for Good Reason. For purposes of this Agreement, "Good Reason" shall mean, in the absence of the consent of the Executive, a reasonable determination by the Executive that any of the following has occurred: (A) the assignment to the Executive of any duties inconsistent in any material respect with the Executive's position (including titles and reporting requirements, authority, duties or responsibilities as contemplated by Section 2(A) of this Agreement), or any other action by New Frontier which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated and insubstantial action not taken in bad faith and which is remedied by New Frontier promptly after receipt of notice thereof given by the Executive; or (B) any failure by New Frontier to comply with any of the provisions of this Agreement applicable to it, other than any isolated and insubstantial failure not occurring in bad faith and which is remedied promptly after notice thereof from the Executive. 3 5. OBLIGATIONS OF NEW FRONTIER UPON EARLY TERMINATION. (A) TERMINATION FOR CAUSE. If the Executive's employment shall be terminated for Cause, this Agreement shall terminate without any further obligation to the Executive whatsoever, other than any obligation which may be required by law. (B) TERMINATION BY NEW FRONTIER WITHOUT CAUSE; TERMINATION BY EXECUTIVE FOR GOOD REASON. In the event New Frontier terminates the Executive's employment during the Employment Period without cause, or the Executive terminates her employment for Good Reason, then New Frontier shall pay or provide to the Executive the following: (i) New Frontier shall pay to the Executive, within 30 days after the Date of Termination, as defined in Section 7, any accrued Base Salary, bonuses that have been declared, vacation pay, expense reimbursement and any other entitlements accrued by the Executive under Section 2(B), to the extent not theretofore paid (the sum of these amounts shall hereinafter be referred to as the "Accrued Obligations"). (ii) New Frontier shall continue to pay to the Executive, in regular bi-weekly installments, the Executive's Base Salary under this Agreement for the duration of the Employment Period, or for six months, whichever is less. However, if the employment of the Executive becomes at-will, New Frontier will continue to pay to the Executive, in regular bi-weekly installments, the Executive's Base Salary under the agreement for the duration of six months so long as both parties to this agreement are negotiating a new contract in good-faith when the termination event under this Section 5 occurs. (iii) New Frontier shall continue to provide and pay for benefits to the Executive and/or the Executive's family and dependents at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies which are generally applicable to peer executives, for the duration of the Employment Period, or for six months, whichever is less. If the Executive commences employment with another employer and is eligible to receive medical or other welfare benefits under another employer-provider plan, the medical and other welfare benefits to be provided by New Frontier as described herein shall terminate. (C) UPON DEATH. If the Executive's employment is terminated by reason of the Executive's death during the Employment Period, this Agreement shall terminate without further obligation to the Executive's legal representatives under this Agreement, other than for payment of any Accrued Obligations (which shall be paid to the Executive's estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination, as defined Section 6) and the timely payment or provision of all welfare benefit plans. (D) UPON DISABILITY. If the Executive's employment shall be terminated by reason of the Executive's Disability during the Employment Period, this Agreement shall terminate without further obligation to the Executive, other than for payment of any Accrued Obligations (which shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination, as defined in Section 7) and the timely payment or provision of all welfare benefit plans. 4 6. RIGHTS AND OBLIGATIONS UPON CHANGE IN CONTROL. In the event of a "Change in Control" (as defined in this Section 6) of New Frontier during the Employment Period or during any period of time that the Executive's employment is at-will, the Executive may terminate her employment with New Frontier by giving 30 days' notice thereof within six months after the occurrence of such Change in Control. If the Executive terminates her employment in accordance with this Section 6, or is terminated without cause within six months after a Change in Control, New Frontier shall pay the Executive an amount equal to: (i) all Accrued Obligations; (ii) all Base Salary under this Agreement for the duration of the Employment Period or for one year, whichever is less, or, if the Executive's employment is then at-will and both parties to this agreement are then negotiating a new contract in good-faith, six months of Base Salary; and (iii) the amount of bonus, if any, paid to the Executive for the fiscal year preceding the Change in Control. Such payment shall be made in a lump sum payable on the date of termination. New Frontier shall also continue for such period to permit the Executive to receive or participate at New Frontier's expense in all fringe benefits available to her pursuant to Section 2 above for a period of one year after the termination of her employment, provided, however, in no event shall the amount paid to the Executive pursuant to this Section 6 exceed the maximum payment permitted by Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or then applicable law, and to the extent any "excess parachute payment," as that phrase is defined in Section 280G(b) of the Code or then applicable law, would result from the provisions of this Section 6, then the amount the Executive would otherwise receive shall be reduced so that no "excess parachute payment" is made by New Frontier or received by the Executive. A "Change in Control" of New Frontier shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have occurred: (A) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Act")), becomes the "beneficial owner" (as defined in Rule 13-d under the Act), directly or indirectly, of securities representing more than fifty percent (50%) of the total voting power represented by New Frontier's then outstanding voting securities; (B) A change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. "Incumbent Directors" shall mean directors who either (a) are directors of New Frontier as of the date hereof, or (b) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors of New Frontier); or 5 (C) New Frontier merges or consolidates with any other corporation after which a majority of the shares of the resulting entity are not held by the shareholders of New Frontier prior to the merger, or New Frontier adopts, and the stockholders approve, if necessary, a plan of complete liquidation of New Frontier, or New Frontier sells or disposes of substantially all of its assets. 7. NOTICE AND DATE OF TERMINATION. Any termination shall be communicated by a written Notice of Termination to the other party, and may be sent via registered or certified mail, return receipt requested, postage prepaid or by facsimile transmission, or by electronic mail or by hand delivery. "Date of Termination" shall mean: (i) the date of transmission of the Notice of Termination by facsimile, e-mail or personal delivery; (ii) three calendar days after the date of mailing by first class mail; or (iii) if Executive's employment is terminated by reason of Executive's death, the Date of Termination shall be the date of the Executive's death. 8. CONFIDENTIAL INFORMATION. (A) CONFIDENTIAL INFORMATION. As used in this Agreement "Confidential Information" includes, without limitation, design information, manufacturing information, business, financial, and technical information, sales and processing information, product information, customers, customer lists, vendors, vendor lists, pricing information, corporation and personal business contact and relationships, corporation and personal business opportunities, software, computer disks or files, or any other electronic information of any kind, Rolodex cards or other lists of names, addresses or telephone numbers, financial information, projects, potential projects, current projects, projects in development and future projects, forecasts, plans, contracts, releases, and other documents, materials or writings that belong to New Frontier, including those which are prepared or created by Executive or come into the possession of Executive by any means or manner and which relate directly or indirectly to New Frontier, and each of its owners, predecessors, successors, subsidiaries, affiliates, and all of its shareholders, directors and officers (all of the above collectively referred to as "Confidential Information"). Confidential Information includes information developed by Executive in the course of Executive's services for New Frontier for the benefit of New Frontier, as well as other Confidential Information to which Executive may have access in connection with Executive's services. Confidential Information also includes the confidential information of other individuals or entities with which New Frontier has a business relationship. (B) DUTY OF CONFIDENTIALITY. Executive will maintain in confidence and will not, directly or indirectly, disclose or use (or allow others working with Executive to disclose or use), either during or after the term of this Agreement, any Confidential Information belonging to New Frontier, whether in oral, written, electronic or permanent form, except solely to the extent necessary to perform services on behalf of New Frontier. Upon termination of this Agreement, or the request of New Frontier prior to its termination, Executive shall deliver forthwith to New Frontier all original Confidential Information (and all copies thereof) in Executive's possession or control belonging to New Frontier and all tangible items embodying or containing Confidential Information. 6 (C) DOCUMENTS, RECORDS, ETC. All documents, records, data, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to Executive by New Frontier or produced by Executive in connection with Executive's services will be and remain the sole property of New Frontier. Executive will return to New Frontier forthwith all such materials and property upon the termination of this Agreement or sooner if requested by New Frontier. (D) ASSIGNMENT OF RIGHTS. Executive shall make full and prompt disclosure to New Frontier of any and all designs, intellectual property, software, inventions, discoveries, or improvements (individually and collectively, "Inventions") made by Executive as a result or product of her employment relationship with New Frontier. Executive hereby assigns to New Frontier without additional compensation the entire worldwide right, title and interest in and to such Inventions, and related intellectual property rights and without limitation all copyrights, copyright renewals or reversions, trademarks, trade names, trade dress rights, industrial design, industrial model, inventions, priority rights, patent rights, patent applications, patents, design patents and any other rights or protections in connection therewith or related thereto, for exploitation in any form or medium, of any kind or nature whatsoever, whether now known or hereafter devised. To the extent that any work created by Executive can be a work for hire pursuant to U.S. Copyright Law, the parties deem such work a work for hire and Executive should be considered the author thereof. Executive shall, at the request of New Frontier, without additional compensation, from time to time execute, acknowledge and deliver to New Frontier such instruments and documents as New Frontier may require to perfect, transfer and vest in New Frontier the entire rights, title and interest in and to such inventions. In the event that Executive does not timely perform such obligations, Executive hereby makes New Frontier and its officers her attorney in fact and gives them the power of attorney to perform such obligations and to execute such documents on Executive's behalf. Executive shall cooperate with New Frontier upon New Frontier's request and at New Frontier's cost but without additional compensation in the preparation and prosecution of patent, trademark, industrial design and model, and copyright applications worldwide for protection of rights to any Inventions. (E) INJUNCTIVE RELIEF. Executive acknowledges that a violation or attempted violation on Executive's part of any agreement in this Section 8 will cause irreparable damage to New Frontier, and accordingly, Executive agrees that New Frontier shall be entitled as a manner of right to an injunction from any court of competent jurisdiction restraining any violation or further violation of such agreement by Executive; such right to an injunction, however, shall be cumulative and in addition to whatever other remedies that New Frontier may have. Terms and agreements set forth in this Section 8 shall survive the expiration of the term of this Agreement. The existence of any claim of Executive, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by New Frontier of the covenants contained in this Agreement. (F) DISCLOSURE OF INFORMATION TO OTHERS. Executive shall not divulge any Confidential Information to anyone outside New Frontier without obtaining both New Frontier's prior written consent and the disclosee's signed written confidentiality agreement as approved by New Frontier. 7 9. NON-COMPETE; NON-SOLICITATION. (A) NON-COMPETE. Except as is set forth below, for a period commencing on the Effective Date hereof and ending on the first anniversary of the date the Executive ceases to be employed by New Frontier (the "Non-Competition Period"), the Executive shall not, directly or indirectly, either for herself or any other person, own, manage, control, materially participate in, invest in, permit her name to be used by, act as consultant or advisor to, render material services for (alone or in association with any person, firm, corporation or other business organization) or otherwise assist in any manner any business which is a competitor of a substantial portion of New Frontier's business at the date the Executive ceases to be employed by New Frontier (collectively, a "Competitor"); provided, however, that the restrictions set forth above shall immediately terminate and shall be of no further force or effect (i) in the event of a default by New Frontier of the performance of any of the obligations hereunder, which default is not cured within ten (10) days after notice thereof, or (ii) if the Executive's employment has been terminated by New Frontier other than for Cause, or (iii) if the Executive resigns for Good Reason. Nothing herein shall prohibit the Executive from being a passive owner of not more than five percent (5%) of the equity securities of an enterprise which is a competitor of a substantial portion of New Frontier's business which is publicly traded, so long as she has no active participation in the business of such enterprise. (B) NON-SOLICITATION. During the Non-Competition Period, the Executive shall not, directly or indirectly, (i) induce or attempt to induce or aid others in inducing an employee of New Frontier to leave the employ of New Frontier, or in any way interfere with the relationship between New Frontier and an employee of New Frontier except in the proper exercise of the Executive's authority, or (ii) in any way interfere with the relationship between New Frontier and any customer, supplier, licensee or other business relation of New Frontier. (C) SCOPE. If, at the time of enforcement of this Section 9, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope, area or other restrictions reasonable under such circumstances shall be substituted for the stated duration, scope, area or other restrictions. (D) INDEPENDENT AGREEMENT. The covenants made in this Section 9 shall be construed as an agreement independent of any other provisions of this Agreement, and shall survive the termination of this Agreement. Moreover, the existence of any claim or cause of action of the Executive against New Frontier or any of its affiliates, whether or not predicated upon the terms of this Agreement, shall not constitute a defense to the enforcement of these covenants. 10. ARBITRATION. No dispute between New Frontier (or any of its officers, directors, employees, subsidiaries or affiliates) and Executive, which is in any way related to the employment of Executive (including but not limited to claims of wrongful termination; racial, sexual or other discrimination or harassment; defamation; and other employment-related claims or allegations) shall be the subject of a lawsuit filed in state or federal court. Instead, any such dispute shall be submitted to arbitration before the American Arbitration Association (AAA) or any other individual or organization on which the parties agree or which a court may appoint1. It is understood that both sides are hereby waiving the right to a jury trial. 8 In order to commence an arbitration proceeding, the claimant shall file with the AAA (or other agreed or appointed arbitrator) and serve on the other party a complaint in accordance with the laws of the State of Colorado; the other party shall file and serve a response in accordance with the laws of that state. The arbitration shall be initiated in Boulder, Colorado. The arbitration must be filed within six months of the act or omission which gives rise to the claim. Each party shall be entitled to take one deposition, and to take any other discovery as is permitted by the Arbitrator. In determining the extent of discovery, the Arbitrator shall exercise discretion, but shall consider the expense of the desired discovery and the importance of the discovery to a just adjudication. The Arbitrator shall hear motions pertaining to the pleadings, discovery or summary judgment or adjudication, in accordance with the law as it would be applied by a court of the State of Colorado. The Arbitrator shall render a decision which conforms to the facts, supported by competent evidence (except that the Arbitrator may accept written declarations under penalty of perjury, in addition to live testimony), and the law as it would be applied by a court sitting in the state in which the arbitration is brought. The Arbitrator shall not impose any requirement of "just cause," not otherwise imposed by law. At the conclusion of the arbitration, the Arbitrator shall make written findings of fact, and state the evidentiary basis for each such finding. The Arbitrator shall also issue a ruling and explain how the findings of fact justify his or her ruling. Any party may apply to a court of competent jurisdiction for entry of judgment on the arbitration award. The court shall review the arbitration award, including the ruling and findings of fact, and shall determine whether they are supported by competent evidence and by a proper application of law to the facts. If the court finds that the award is properly supported by the facts and law, then it shall enter judgment on the award; if the court finds that the award is not supported by the facts or the law, then the court may enter a different judgment (if such is compelled by the uncontradicted evidence) or may direct the parties to return to arbitration for further proceedings consistent with the order of the court. 11. NO CONFLICTING OBLIGATIONS OF EXECUTIVE. Executive represents and warrants that she is not subject to any duties or restrictions under any prior agreement with any previous employer or other person, and that she has no rights or obligations except as previously disclosed to New Frontier which may conflict with the interests of New Frontier or with the performance of the Executive's duties and obligations under this Agreement. Executive agrees to notify New Frontier immediately if any such conflicts occur in the future. 12. SUCCESSORS. (A) This Agreement is personal to the Executive and shall not be assignable by the Executive. - --------- 1 Notwithstanding the above, either New Frontier or the Executive may file with an appropriate state or federal court a claim for injunctive relief in any case where the filing party seeks provisional injunctive relief or where permanent injunctive relief is not available in arbitration. The filing of a claim for injunctive relief in state or federal court shall not allow either party to raise any other claim outside of arbitration. 9 (B) This Agreement shall inure to the benefit of New Frontier and its successors and assigns. New Frontier may assign this Agreement to any successor or affiliated entity, subsidiary, sibling, or parent company. 13. MISCELLANEOUS. (A) This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement contains the full and complete understanding between the parties hereto and supersedes all prior understandings, whether written or oral pertaining to the subject matter hereof. This Agreement may not be amended or modified otherwise than by a written agreement executed by the Executive and by the President of Executive Vice President of New Frontier. (B) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, or by facsimile, or by e-mail, or by hand delivery to such address as either party shall have furnished to the other in writing in accordance herewith. Notice to New Frontier also must be given to: Hank Gracin, Esq. Lehman & Eilen LLP 50 Charles Lindbergh Boulevard Suite 505 Uniondale, New York 11553 Facsimile (516) 222-0948 (C) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (D) New Frontier may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation. (E) New Frontier's failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right New Frontier may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand and, pursuant to the authorization from the Executive Committee of its Board of Directors, New Frontier has caused these presents to be executed in its name on its behalf, all as of the day and year first above written. NEW FRONTIER MEDIA, INC. EXECUTIVE: By: /s/ Michael Weiner /s/ Karyn Miller ------------------------ --------------------- Michael Weiner Karyn Miller Executive Vice President 10 EX-10 11 s15-3012_ex109.txt EXHIBIT 10.9 LICENSE AGREEMENT THIS LICENSE AGREEMENT ("Agreement") is entered into as of the 21st day of July, 1999, by and between COLORADO SATELLITE BROADCASTING, INC., 27357 Valley Center Road, Valley Center, California 92082 (hereinafter referred to as "CSB" or "Licensee") and METRO GLOBAL MEDIA, INC. on behalf of itself and its wholly owned subsidiary, METRO, INC., 1060 Park Avenue, Cranston, Rhode Island 02910 (hereinafter collectively referred to as "Licensor"). WITNESSETH WHEREAS, CSB owns and operates networks for exhibition of audio visual material over all forms of cable or satellite television, including basic cable television, pay and subscription television, pay-per-view and satellite transmission. Additionally, CSB is in the process of developing networks for exhibition or transmission over various forms of Intemet or so-called Worldwide Web for access by television or personal computers; WHEREAS, Licensor is and for many years has been in the business of producing and distributing motion pictures intended primarily for the adult market. Licensor currently owns the rights granted hereunder with respect to an inventory of approximately 3,234 motion pictures which have been acquired and/or produced by Licensor, or its affiliate companies; and WHEREAS, it is the intention of the parties to enter into this Agreement relating to all Catalog Pictures and New Releases (as defined below). The Catalog Pictures and New Releases are collectively referred to as the Pictures. The term "Interact", as used herein, shall refer to information transmitted via a global computer network which is accessed via Interact Protocol (IP) codes and viewed by an Interact browser. IN CONSIDERATION of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: 1. DEFINITIONS 1.1 As used in this Agreement, certain capitalized terms not otherwise defined in the body of the Agreement shall have the meaning as specifically set forth in Addendum- "A", which is incorporated herein by this reference. 2. GRANT OF RIGHTS To the extent the grant by Licensor to CSB does not conflict with the rights previously granted or reserved to a third party, and subject to the terms and conditions hereof, and as set forth below, as to each and every Picture, Licensor hereby grants to CSB the right and license under copyright to broadcast, exhibit and/or display any and all versions of the Pictures over any form of cable or satellite television and/or by way of any form of Internet transmission, whether known or hereafter discovered. As used herein, the term "versions(s)" shall describe the different editing of each Picture set forth in the third sentence of Section 2.5 below: CSB is hereby granted the following rights, the exclusivity or non-exclusivity thereof to be determined as set forth in Section 6 below: 2.1. The right to distribute and publish the Pictures using all forms of satellite, cable or Internet transmission to television sets, computer monitors or other devices intended to receive and exhibit audio visual images, whether now known or hereafter discovered, including any and all forms of pay-television and pay per view television, including CATV or cable television, any form of pay television, pay-over-the-air television system, closed circuit system, video on demand system, satellite master antenna television system, DBS system (including, without limitation, KU-Band), hotel/motel system, and any and all other Pay Television system which exhibit motion pictures as part of a Pay or Pay-Per-View Service. Such systems include, without limitation, hotels, motels, inns, lodges, hospitals, nursing homes, convalescent homes, offices, military bases, prisons, ships, oil rigs, dormitories and the like carrying a Pay or Pay Per View Service via satellite, cable or Internet transmission. Notwithstanding the foregoing, it is acknowledged and agreed that neither CSB nor any affiliate may sell or distribute copies of the Pictures as standalone products to an OnCommand or Spectravision type service. 2.2. The method of exhibition of motion pictures and other programs over television receivers where consumers purchase the right to view such motion pictures or other programs on a fee-per-exhibition basis, in: (i) non-residential institutions (including, without limitation, hotel or motel rooms or hospital rooms or in other non-common or non-public areas of other institutions, with transmission via either satellite, cable or Interact) is referred to as 'Non-Residential Pay-Per-View", and (ii) homes is referred to as "Residential Pay-Per-View." The term "Pay-Per-View" when used herein shall include both Residential Pay-Per-View and Non-Residential Pay-Per-View. 2.3. The rights to distribute and publish the Pictures via a "narrow band" Intemet service (i.e., below 56k "dial up" modem connections) and via a "broadband" Interact service (i.e., 56k or above "dial up" modem connections) and all forms of Interact transmission whether now known or hereafter discovered (herein, the "Internet Rights"). 2.4. The Television, Pay-Per-View and Internet Rights granted hereunder include the rights to exhibit, broadcast, display and radio simulcast, all or any portions of the Picture(s), including excerpts therefrom, and, to subdistribute such rights, in all versions in and throughout the Territory; provided that CSB may not, under any circumstances, relicense individual Pictures to third parties; and. 2 2.5. The right to make such edits, changes, alterations and modifications in the Pictures, including changing the title of any Picture, as CSB, determines in its sole discretion, is appropriate or necessary for time restrictions, to comply with any applicable censorship requirements, to create new versions to accommodate CSB's marketing plans or to take advantage of new opportunities to market and exploit new and different versions of adult motion pictures in and throughout the Territory in the media licensed to CSB hereunder; provided, that CSB will not create any compilations of the Pictures for separate exhibition, other than for promotional purposes or in connection with a multi-channel Internet feed. Licensor shall deliver to CSB, the masters of all existing versions of the Picture(s) plus any and all existing outtakes or cover shots, wrap-arounds, director's cuts, interviews, productions stills, artwork, etc., as may be available, all in accordance with CSB's delivery requirements as set forth in the addenda attached hereto. Licensor shall also provide CSB with "behind the scenes" videos from the sets of the New Releases (as hereinafter defined) during their production, in accordance with CSB's reasonable requests. In all events, the masters to be delivered to CSB shall include at least a fully-edited so-called XXX version and a fully-edited so-called soft or cable version, if such version has been produced. In the event new versions are created by Licensor after delivery to CSB of XXX and Cable versions, including any versions into any foreign language, Licensor agrees to immediately furnish CSB with masters of such new or dubbed versions in accordance with the delivery specifications set forth in the addenda attached hereto. 2.6. The rights granted to CSB hereunder shall include the right to create, at its sole cost and expense, new and different versions of the Pictures for exhibition via satellite, cable or the Internet, as contemplated above. Such derivative versions may constitute separately copyrightable derivative works of Licensor and may include material only from the respective Pictures' XXX versions, cable versions, outtakes and cover shots furnished by Licensor; provided, that CSB will not create any compilations of the Pictures for separate exhibition, other than for promotional purposes or in connection with a multi-channel Interact feed. Such versions shall include so-called XX versions to conform to the current standards of TeN (the erotic network), one of CSB's affiliated systems. Such new versions shall be delivered to Licensor only upon the termination of CSB's rights to such Pictures under this License Agreement and in such format as conforms to the technical specifications set forth in the addenda attached hereto, and Licensor shall pay CSB one dollar ($1.00) for each such picture. Other than the license fights set forth herein, CSB shall have no rights to the derivative works so produced. 2.7. The right to translate and dub the title and soundtrack of any and all versions of the Pictures in any languages, and to distribute such dubbed versions throughout the Territory. 2.8. The right to copy, in any form or medium which CSB determines appropriate, the Pictures and to distribute such copies in the normal course of CSB's satellite, cable or Interact business, such copies may be used for example as screening cassettes, duplicate masters furnished to one or more television, Pay-Per-View or Interact 3 systems or copies to be used as promotional or marketing materials in connection with CSB's business activities or those of its licensees. Such copies may not be sold or distributed by CSB or any affiliate or licensee of CSB to the public as a separate product, such as a VHS cassette, CD-ROM or DVD disc. 2.9 The right to advertise and publicize the Pictures, their exhibition and/or any exploitation of the Pictures contemplated hereunder. This right shall include the right to use all or any portion of the Pictures in any medium or by any means to advertise or publicize any of CSB's business activities. 2.10 In addition, whether or not any new video or film produced by Licensor is licensed hereunder by CSB for satellite, cable or DBS broadcast, CSB shall have exclusive Internet Rights (as detailed in Sections 2.1 and 2.3 above) for all new videos and films produced by Licensor during the next five (5) years, which rights shall commence upon the release of the respective video or film and continue for five (5) years thereafter, subject only to Licensor's right to use the pictures on its own web sites and Internet mall (which shall also be exclusive to Licensor for the 90-day period referred to in Section 6 below); and the further limitation that the Internet rights for all non-heterosexual titles and the titles currently under license to Playboy Enterprises shall be non-exclusive. Hereinafter, all of the rights granted under this Section may be referred to collectively as the "Rights." 3.1. This Agreement shall have a term of seven (7) years commencing on the date of delivery of the first Picture to CSB pursuant thereto. Thereafter, CSB's rights to the Catalog Pictures may be renewed on a non-exclusive basis for a term of seven (7) additional years upon CSB's payment to Licensor of $400,000 in cash or New Frontier common stock. 3.2. Notwithstanding the provisions of paragraph 3.1 hereof, as to New Releases, such Rights shall continue for a term of five (5) years commencing upon the earlier of the date of the first exhibition of the Picture by CSB or ninety (90) days after delivery of each such New Release to CSB. In addition, CSB shall have the right to renew its rights for any of the New Releases for a term of five (5) additional years upon payment to Licensor of an amount equal to twenty five percent (25%) of the license fee paid hereunder for such Pictures. 4. TERRITORY The territory in which Licensor may exercise each and all of the rights granted herein shall be the territory of North, Central and South America ("Territory"), except that due to the nature of the Internet, the Internet Rights granted herein are worldwide in 4 scope. CSB's rights may be exercised in any country in and throughout the Territory, including their respective territories and possessions. 5. DELIVERY OF PICTURES TO CSB 5.1 All motion pictures released and still photographs published by Licensor on or prior to June 30, 1999 are referred to herein as the "Catalog Pictures". A list of 3,234 of those motion pictures setting forth their titles is set forth on Exhibit A hereto. Licensor agrees to update the attached list within 90 days to indicate therein the titles of all of the Catalog Pictures, the dates on which they are expected to become available for use by CSB, their dates of production and such other information as may be reasonably requested by CSB. Any motion pictures acquired by Licensor on an individual or bulk purchase basis (from and after July 1, 1999) shall not be considered "Catalog Pictures" or "New Releases". In addition, Licensor will deliver such screening cassettes, editing masters or other material as may be requested by CSB, to permit CSB to evaluate and use the Catalog Pictures. CSB shall have the right to select as many Catalog Pictures as it desires to exploit in the Territory. 5.2 Commencing in August 1999, CSB shall, to the extent available, pre-select, on a monthly basis, as Pictures hereunder, up to three (3) new motion pictures hereafter produced by Licensor or its affiliated companies each month throughout the Term hereof, and Licensor shall make available to CSB for such pre-selection no less than six (6) new motion pictures at a license fee of $12,500 per title, which three (3) new motion pictures shall be in addition to the two (2) "premier" titles which CSB has been licensing per month from Licensor's "Gonzo", "Amazing", "Toxxxic" or similar collections at a license fee of $3,000 to $5,000 a title. In addition, at such time as Licensor's existing license agreement with Playboy Enterprises is terminated prior to its term, CSB agrees to pre-select two (2) additional new motion pictures, to the extent then available, at a license fee of $14,000 per title; provided, that: (i) at least one of the two (2) additional new motion pictures is shot on film ( as opposed to video); and (ii) the two (2) additional new motion pictures are reasonably visually distinctive from the other new motion pictures delivered to CSB that month (e.g., have different directors, different stars, different story lines and a different general look from the other delivered movies). If the Playboy Enterprises contract expires pursuant to its terms, CSB agrees that its obligation to pre-select additional new motion pictures shall relate to an additional three (3), not two (2), additional neTM motion pictures, and all references in the preceding sentence to "two (2) additional new motion pictures" shall be deemed to refer to "three (3) additional new motion pictures. All such new motion pictures provided Licensor to CSB are hereinafter referred to as the "New Releases". 5.3 Upon receipt of delivery materials relating to each Picture hereunder, including each New Release, CSB shall have a period of 30 days within which to evaluate all such materials and determine whether they are acceptable to CSB. CSB shall have the' absolute right to reject any films submitted for technical reasons or for reasons related to 5 CSB's editing standards. If CSB's rejection is for technical reasons, CSB shall promptly notify Licensor of the technical defects in the material delivered and Licensor will remedy any and all such defects, at no cost to CSB, within ten (10) days of receipt of such notice. If CSB's rejection is for reasons related to its editing standards, Licensor will replace the rejected Picture(s) within thirty (30) days after Licensor receives notice of such rejection, with another Picture(s) in the same category as that of the Picture rejected. It is acknowledged and agreed that to the extent that any of the Pictures are of a general quality equivalent to Licensor's current CalVista line of motion pictures, such Pictures shall be deemed to meet CSB's general quality standards. 6. EXCLUSIVITY Except with respect to the pre-existing rights of third parties to the Catalog Pictures, all still photographs within the "Catalog Pictures", and for Licensor's rights relating to the Interact and Kiosk Transmission Service, as further described below, each and all of the Rights granted to CSB hereunder shall be exclusive to CSB during the Term and Licensor agrees to take all action necessary to ensure that CSB is accorded the right to exploit such Rights without interference from any third party. Licensor will retain exclusive Internet rights over the New Releases during the first ninety (90) days following the release date of all New Releases, except that CSB may use the New Releases on the Interact for promotional purposes only (and not for commercial use or in connection with a multiple channel feed). Thereafter, CSB shall have exclusive Internet Rights to the New Releases for seven (7) years, subject only to Licensor's right to continue to use the New Releases on its own web site and Internet mall. Notwithstanding the foregoing, the Internet Rights granted to CSB shall be non-exclusive for the non-heterosexual and Playboy Enterprises movies described in Section 2.10 above; and, provided, further, that Licensor shall not be permitted to use the Pictures to license or distribute to any independent third party provider of Internet content a thousand channel or similar multiple feed or video on demand product. Licensor may, however, develop and market a Kiosk Transmission Service, utilizing the Pictures wherein a retail customer selects a purchase of a Picture in a recorded medium from a retail establishment's booth facility. 7. PAYMENT BY CSB In full consideration of all of the Rights granted hereunder and each of the terms and conditions of this agreement, and conditioned upon Licensor's full and faithful performance of all obligations to be performed hereunder, CSB agrees top pat Licensor as follows: 7.1. CSB agrees to deliver to Licensor a total of 500,000 shares (the "Catalog Shares") of restricted common stock of New Frontier Media, Inc. ("New Frontier"), the parent company of CSB, and to cause the issue to Licensor warrants to purchase an 6 additional 100,000 shares of common stock of New Frontier at Market (as hereinafter defined) on the date this Agreement is executed, in the form attached hereto. In addition, and in further consideration of the fights granted to CSB under Section 2.10 above, CSB and New Frontier agree to issue to Licensor warrants to purchase an additional 100,000 shares of common stock of New Frontier at Market on the first, second, third and fourth anniversary of the execution date of this Agreement, in the form attached hereto (for a total of 500,000 warrant shares). For the purposes of this Agreement, the term "at Market" shall mean the average closing price for shares of common stock of either New Frontier or Licensor, as applicable, for the ten (10) day period immediately preceding the date such determination is made. 7.2. With respect to each New Release delivered to CSB hereunder and accepted by CSB, CSB shall pay Licensor 25% of the license fee then due upon the acceptance of the master for each such New Release and the balance within seventy five (75) days thereafter. 7.3 In consideration of CSB's other obligations to Licensor hereunder, to wit the delivery of IGallery's services pursuant to Section 14.3 below, Licensor shall issue to New Frontier 250,000 restricted shares of its common stock and warrants to purchase 50,000 restricted shares of its common stock at Market (as defined above) on the date of execution of this Agreement. In addition, on each of the first, second, third and fourth anniversaries of such execution date Licensor shall issue to New Frontier warrants to purchase an additional 50,000 shares of its common stock at Market (for a total of 250,000 warrant shares). 8. COSTS AND EXPENSES 8.1. Licensor shall be responsible for paying all production costs related to the production of the Pictures. 8.2. As between Licensor and CSB, CSB shall be responsible for all scanning, editing and duplication costs and making all payments which may be required to be paid on account of CSB's exercise of its rights hereunder, except to the extent such payments are the responsibility of Licensor, as set forth in Section 8.1 above. Licensor shall lend CSB edit copies of the Pictures (for which those produced after 12/96 shall conform to the technical specifications attached hereto), which edit copies will be returned to Licensor after duplication. Neither Licensor nor CSB shall disclose to any third party (other than their respective employees, agents or representatives in their capacity as such), any information with respect to the financial terms and provisions of this Agreement except: (i) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction, in which event, the party making such disclosure shall so notify the other, in 7 writing, within five (5) days, and shall seek confidential treatment of such information, (ii) as part of its normal reporting or review procedure to its parent company, its auditors and its attorneys, provided, however, that such parent company, auditors, and attorneys agree to be bound by the provisions of this paragraph 9, (iii) in order to enforce its fights pursuant to this Agreement, and (iv) to any bona fide prospective purchaser of the stock or assets of such party. 10. REPRESENTATIONS AND WARRANTIES OF CSB CSB hereby represents and warrants that it has the full power and authority to enter into this agreement and to fully perform its obligations under this Agreement, that the Agreement is an enforceable and binding agreement, and that it does not conflict with any other agreement or obligation of CSB. New Frontier Media, Inc. has executed this Agreement for the limited purpose of acknowledging its consent to the issuance of its restricted common stock and warrants to Licensor. 11. REPRESENTATIONS AND WARRANTIES OF THE LICENSOR Licensor hereby warrants and represents to CSB as follows: 11.1. Licensor owns all appropriate and necessary rights in and to the Pictures which are the subject hereof to permit CSB to peacefully exercise each of the Rights granted hereunder without interference from any third party and without claim that such exercise constitutes a violation of the rights of any third party, except for the pre-existing rights of certain third parties with respect to cable and satellite distribution and certain identified Pictures for which Licensor may not have acquired the Interact Rights. Licensor represents and warrants that when it delivers to CSB the updated schedule of Pictures contemplated by Section 5.1 above, the schedule will contain a listing of all available rights and that it will indicate that no less than 2,250 Pictures shall have been licensed hereunder to CSB with complete video on demand and Internet Rights. The Licensor guarantees to CSB that each of the Pictures was produced in compliance with all applicable laws, that all actors and actresses in the Pictures were over 18 years of age when they rendered their performance, and that all Documentation, including but not limited to, proper age/consent documents are maintained on file as required by law and may be inspected by CSB or its designated agent during normal business hours upon request with 24-hour notice. 11.2. Licensor is the sole owner of all Rights granted to Licensee hereunder; Licensor has not previously assigned, pledged, or otherwise encumbered the same; the Pictures do not violate any fights of privacy; the Pictures are not defamatory; neither the Titles, the Documentation, nor any parts thereof, nor any materials contained therein or synchronized therewith, nor the exercise of any right, violated or will violate, or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, dramatic, personal, private, civil, or other property fight or right of privacy or any similar law or regulation or other fight 8 whatsoever of, or slanders or libels, any person, firm, corporation, or association whatsoever. Notwithstanding the foregoing, Licensor makes no representation or warranties with respect to the laws or regulations of any state, country or territory outside of the United States and/or the States of Alabama, Kentucky, Mississippi, Oklahoma, Utah, North Carolina, South Carolina, Tennessee or West Virginia, or Northern Florida, or any other jurisdiction hereinafter adopting laws or regulations similar to the laws of such named states. 12. INDEMNITY 12.1. Each party hereto shall at times defend, indemnify and hold harmless the other and their parent, subsidiary and affiliated companies, successors, licensees and assigns and their respective officers, directors, employees and agents (herein, the "Indemnified Parties"), against and from any and all claims, damages, liabilities, costs and expenses, including reasonable counsel fees (collectively "claims") arising out of any breach by such party (herein, the "Indemnitor") of any representation, warranty, covenant or other provision hereof. The Indemnified Parties shall notify the Indemnitor in writing of each such claim, and shall have the right to defend such claims through counsel of its own choosing. 12.2. The Indemnified Parties shall afford the Indemnitor the opportunity to participate in any compromise, settlement, litigation or other resolution of a third party claim, or, in the event the Indemnitor elects not to defend such claim, the Indemnified Parties may assume the defense of any such claim or litigation, at Indemnitor's cost and expense, with counsel of Indemnified Parties' own choosing. In the event the Indemnitor elects to assume the defense, the Indemnitor shall afford Indemnified Parties the opportunity to participate fully in such defense at Indemnified Parties' expense. 12.3. Neither party shall compromise, settle or otherwise resolve any such claim or litigation without the other party's prior written consent, which shall not be unreasonably withheld; provided, however, that failure to respond within five (5) business days following receipt of written notice of such proposed compromise shall constitute consent to the proposed compromise, settlement or resolution. 12.4. All representations, warranties and indemnities contained in this Agreement shall survive an independent investigation made by Indemnified Parties and the suspension or the termination of this Agreement. 13. SEVERABILITY Subject to this section, if any provision of this Agreement or the apphcation thereof to any party of circumstance shall, to any extent, be invalid and/or enforceable, the remainder of this Agreement and the application of such provision to any other parties or circumstances other than those as to which it is held invalid and/or unenforceable, shall not be affected thereby, and each such other term and provision of this Agreement shall be valid and be enforceable to the tidiest extent permitted by law. 9 14. OTHER AGREEMENTS 14.1 The Licensor and CSB shall promptly execute, acknowledge, and deliver or promptly procure the execution, acknowledgment and delivery of any and all further assignments, agreements and instruments which may be deemed reasonably necessary or expedient to effectuate the purposes of this Agreement. 14.2 For five (5) years, Licensor shall use its reasonable commercial efforts to promote CSB's stations and affiliated web sites in all its publications, videos and , products, etc. in accordance with CSB's reasonable requests, including, but not limited to, providing free advertising space therein for CSB's stations and web sites and permitting CSB to use, at its sole cost and expense, female cast members from Licensor's motion pictures as promotional spokespersons for CSB's stations and affiliated web sites. In addition, the parties shall discuss in good faith the feasibility of establishing a 50/50 joint venture to distribute and produce live Internet feeds for broadcast on Licensor's and CSB's web sites. Licensor and CSB shall also explore areas in which they can assist each other, such as in the launch of a new CSB channel. 14.3 For five (5) years, CSB shall use its reasonable commercial efforts to promote Licensor's Pictures and web sites on all CSB stations and affiliated web sites, in accordance with Licensor's reasonable requests, including, but not limited to, placing banners in reasonably prominent areas on the Interactive Gallery, Inc. ("IGallery") sites. In this regard, IGallery will send marketing e-mails to its database of webmasters, place links in its Webmaster portal (http:\\www. igallery.net) and place links on its IGallery Tips & Tricks weekly newsletter. In addition, during this period Licensor and IGallery each agree to direct a portion of their exit traffic from and to their respective Internet sites upon discounted-to-actual cost rates, subject to the conversion ratios for such traffic being reasonably in line with industry averages. IGallery will cause Interactive Telecom Network, Inc. ("ITN") to offer to assist Licensor in back-end technical management of the Licensor's web sites, including, offering competitive rates for co-location of servers, dedicated Interact access, systems administration and website management, the streaming of media products, network security solutions, DNS management, server-rack rental, customer service and credit card clearing services, all as may be more partic-ularb/ described and set forth in a separate agreement between ITN and Licensor. Igallery has executed this Agreement for the limited purpose of being bound to the obligations set forth in this Section 14.3. 14.4 CSB covenants and agrees to adhere to the Licensor's reasonable practices and policies with respect to protecting the copyrights owned by Licensor in the licensed Pictures. 10 15. WAIVERS No waiver by either party of any breach or default under this Agreement shall be deemed to be a waiver of any proceeding or subsequent breach or default. 16. NOTICES All notices or remittances which either party may wish to serve and/or may be required to serve on the other under this Agreement, shall be in writing and shall be served by personal delivery thereof or by prepaid certified mail, return receipt requested, or by prepaid overnight air express delivery, addressed to the respective parties at their addresses herein above set forth. 17. RELATIONSHIP OF THE PARTIES Nothing in this Agreement contained shall be deemed to constitute either of the parties being an agent of the other. Neither party shall hold itself out contrary to the terms of this Agreement and neither party shall become liable by reason of any representation, act or omission of the other contrary to the provisions hereof. Licensor is in all respects acting an independent contractor. 18. TERMINATION. This Agreement may be terminated by either party upon written notice to the other party if such other party shall make a general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or any proceeding is commenced by or against such party (or in the case of CSB, by or against New Frontier) under any provision of the U.S. Bankruptcy Code or under other bankruptcy or insolvency law, including assignment for the benefit of creditors (and in the case of an involuntary proceeding, such proceeding is not dismissed within 60 days of the filing thereof), or any such party's securities are delisted from Nasdaq. In addition, Licensor may terminate this Agreement upon no less than three (3) business days prior notice if CSB shall be in arrears to Licensor for license fees due to it hereunder in an amount equal to or in excess of $200,000, and CSB shall not have cured such breach within two (2) business days of its receipt of such notice. Moreover, Licensor may terminate this Agreement should CSB fail to pre-select 36 new motion pictures, as described in Section 5.1 above, over any consecutive 15 month period commencing after January 1, 2000. Should Licensor terminate this Agreement by reason of an action or conduct of CSB proscribed under this Section 18, all rights herein granted CSB shall forthwith terminate and revert to Licensor. 19. ENTIRE AGREEMENT This Agreement contains the full and complete understanding between the parties hereto and supersedes all prior understandings, whether written or oral, pertaining to the 11 subject matter hereof and cannot be modified except by a written instrument signed by the parties hereto. In this regard, that certain Program Supply Agreement, dated July 22, 1998, between the parties is hereby terminated. 20. APPLICABLE LAWS This Agreement shall be governed by the laws of the State of California and the federal laws of the United States of America applicable therein. 21. ASSIGNMENT This Agreement may not be assigned by either party hereto, by operation of law or otherwise without the express written consent of the other, which consent shall not be unreasonably withheld, delayed or conditioned. 22. COUNTERPARTS This Agreement may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. 23. PARTIES BOUND BY AGREEMENT This Agreement is binding upon the parties hereto and upon their respective successors and permitted assigns. 24. ARBITRATION. Any dispute or claim arising under or with respect to this Agreement which is incapable of resolution by the parties hereto will be resolved by arbitration before one (1) arbitrator in Los Angeles, California in accordance with the Rules for Commercial Arbitration of the American Arbitration Association ("AAA"). The appointing agency shall be the AAA. The decision or award of the arbitrator shall be final and binding upon the parties. Any arbitrage award may be entered as a judgment or order in any court of competent jurisdiction. 12 25. HEADINGS. Headings or captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first herein above. LICENSEE: COLORADO SATELLITE BROADCASTING, INC. /s/ Michael Weiner By: Michael Weiner, Executive VP and Secretary ATTEST: LICENSOR: METRO GLOBAL MEDIA, INC. /s/ Janet Hoey By: Janet Hoey, Treasurer ATTEST: METRO, INC. /s/ Greg Alves By: Greg Alves, Vice-President ATTEST: NEW FRONTIER MEDIA, INC. hereby guarantees the obligations of its subsidiary, Colorado Satellite Broadcasting, Inc. hereunder and shall be bound to the provisions of Section 7 regarding the issuance of its common stock and warrants therefor. 13 NEW FRONTIER MEDIA, INC. /s/ Michael Weiner By: Michael Weiner, Executive Vice President ATTEST: ACKNOWLEDGED AND AGREED with respect to the provisions of the last sentence of Section 14.3 only: INTERACTIVE GALLERY, INC. /s/ Gregory Dumas By: Gregory Dumas, President ATTEST: EX-99 12 s15-3012_ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of New Frontier Media, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark Kreloff, Chief Executive Officer of the Company, certify, pursuant to Section 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Mark Kreloff - ------------------------ Mark Kreloff Chief Executive Officer August 14, 2002 EX-99 13 s15-3012_ex992.txt EXHIBIT 99.2 EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of New Frontier Media, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Karyn L. Miller, Chief Financial Officer of the Company, certify, pursuant to Section 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) and 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Karyn L. Miller - ----------------------- Karyn L. 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