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 FIFTH DIMENSION COMMUNICATIONS (BARBADOS) INC., a Barbados
corporation, and MERLIN SIERRA, INC., a California corporation. New Frontier Media, Inc. and Buyer are collectively referred to in
this Agreement as "Buyers." Fifth Dimension Communications (Barbados) Inc. and Merlin Sierra, Inc. are each referred to in this
Agreement as "Seller" and collectively referred to as "Sellers".
This Agreement sets forth the terms and conditions upon which Buyers agree to purchase from Sellers, and Sellers agree to sell to
Buyers, certain properties and assets of Sellers ("Subject Assets") relating to the "Adult Movies Business" of Sellers.
NOW THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this
Agreement, the parties agree as follows:
"104 Agreement" means the asset purchase agreement made on the same date as this Agreement among the Buyers and 1043133
"124 Agreement" means the asset purchase agreement made on the same date as this Agreement among the Buyers and 1248663
Ontario Inc., wherein the Buyers agreed to purchase certain satellite uplinking and playback equipment and certain call center
equipment and related assets from 1248663 Ontario Inc. and Merlin Sierra, Inc.
"5DBC" means Fifth Dimension Communications (Barbados) Inc.
"Adult Movies Business" means any and all 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