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 1043133
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") relating to the "Adult Movies
Business" of Seller.
NOW THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties
contained in this Agreement, the parties agree as follows:
"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
"5DBC Agreement" means the asset purchase agreement made on the same date as this Agreement among the
Buyers and 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 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,"