$ BOULDER, COLORADO, 1998
For value received, the undersigned New Frontier Media, Inc., a Colorado corporation, and Mark Kreloff, an
individual, and Michael Weiner, an individual, as individual guarantors, (collectively "Payors"), jointly and
severally, promise to pay to Maxim Financial Corp., a Colorado corporation ("Payee" or "Holder"), or order, the
principal sum of _______________ ($_____.00) with interest at the rate of nine percent (9%) per annum, as
(1) Principal and all accrued interest is due and payable on or before September 30, 1998.
Any amounts received will be credited first to the unpaid principal. Principal will be payable in lawful money of
the United States at the Office of Payee in Boulder, Colorado, or such other place as the Holder may, from time
to time, designate to Payors in writing.
C. EVENTS OF DEFAULT.
Each of the following events will constitute an "Event of Default" under this Note:
(1) The failure of Payors to make any payment of principal on this Note on the date such payment becomes due
(2) If Payors default under or breach any term or provision of this Note other than Subparagraph C(1), above.
(3) Any repudiation by Payors of any obligation under this Note.
(4) Payors, or either of them, admit in writing their inability to pay their debts as they become due, or seek to
avail themselves of any law for the release of insolvent debtors.
(5) A custodian, trustee, receiver or agent is appointed or takes possession of all or substantially all of property
of Payors, or either of them, and such custodian, trustee, receiver or agent is not removed within thirty (30) days.
(6) If Payors, or any of them, are generally not paying their debts as such debts become due.
(7) If Payors, or either of them, become "insolvent" as that term is defined in Section 101(26) of the "Bankruptcy
Code" (Title 11 of the United States Code; 11 U.S.C. SS 101 et.seq.).
(8) If Payors, or any of them, fil