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.

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         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.

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         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.

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            (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.

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         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


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