ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the "Agreement") is made to be effective September 5, 1997 (the "Effective
Date"), among NEW FRONTIER MEDIA, INC., a Colorado corporation, COLORADO SATELLITE
BROADCASTING, INC. ("Buyer"), a wholly owned subsidiary of New Frontier Media, Inc., and 1248663
ONTARIO INC., an Ontario corporation ( "Seller"). New Frontier Media, Inc. and Buyer are collectively
referred to in this Agreement as "Buyers."
This Agreement sets forth the terms and conditions upon which Buyers agree to purchase from Seller, and Seller
agrees to sell to Buyers, certain properties and assets of Seller ("Subject Assets").
NOW THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties
contained in this Agreement, the parties agree as follows:
"Newco" means 1248663 Ontario Inc., an Ontario corporation.
"Adult Movies Business" means any and all of Buyer's present or contemplated satellite broadcast services on
television or any other medium, including cable television and the Internet, which broadcasts, replays, and/or
otherwise exploits feature length adult programming and all related promotional content and other programming of
a non-rated or X-rated nature and whose main theme embodies nudity and/or sexually explicit material between
consenting adults and such other related business assets as are necessary for the operation thereof.
"adverse or adversely", when used alone or in conjunction with other terms (including without limitation "affect,"
"change" and "effect"), means any event discovered by either party after the date hereof which is reasonably likely
in the respective business judgment of either Buyers or Seller, as the case may be, to be expected to (a)
adversely affect the validity or enforceability of this Agreement, or (b) adversely affect the business, operation,
management or properties of Seller taken as a whole or Buyers, or (c) impair Seller or Buyers, or (d) adversely
affect the r