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Employment Agreement [Amendment] - New Frontier Media Inc. and Mark Kreloff

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                        AMENDMENT TO EMPLOYMENT AGREEMENT


                  This Amendment, dated December 22, 2000 (the "Amendment"), to
the Employment Agreement, dated December 22, 1998 (the "Agreement"), by and
between New Frontier Media, Inc. ("NFM") and Mark Kreloff ("Executive). Terms
not otherwise defined herein shall have the meaning described to them in the
Agreement.

                                W I T N E S S T H

                  WHEREAS, the parties hereto desire to amend the Agreement as
hereinafter set forth.

                  NOW, THEREFORE, in consideration of the mutual
representations, warranties, covenants and agreements contained in the
Agreement, as amended, and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

1.   Section 1 of the Agreement is hereby deleted in its entirety and replaced
     with the following:

     EMPLOYMENT PERIOD. NFM hereby agrees to employ the Executive, and the
     Executive hereby agrees to accept employment by NFM, 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, 2003 (the "Employment Period").

2.   Section 2(B)(i) of the Agreement is hereby deleted in its entirety and
     replaced with the following:

     COMPENSATION. (i) Base Salary. During the Employment Period, the Executive
     shall receive a base salary ("Annual Base Salary"), which shall be paid in
     equal installments on a semi-monthly basis, at the annual rate of not less
     than One Hundred Fifteen Thousand Dollars ($115,000) per year for fiscal
     year 1999, One Hundred Thirty Thousand Dollars ($130,000) for fiscal year
     2000, and Two Hundred Thousand Dollars ($200,000) for fiscal years 2001,
     2002 and 2003.

3.   The Agreement, as amended by this Amendment, and the Exhibits and Schedules
     thereto, contains the entire agreement between the parties hereto and there
     are no agreements, warranties or representations which are not set forth
     therein or herein. This Amendment may not be modified or amended except by
     an instrument in writing duly signed by or on behalf of the parties hereto.

4.   This Amendment shall be governed by and construed and enforced in
     accordance with the local laws of the State of Colorado applicable to
     agreements made and to be performed entirely within the State, without
     regard to conflict of laws principles.


<PAGE>

5.   This Amendment may be executed simultaneously in any number of
     counterparts, each of which shall be deemed an original but all of which
     together shall constitute one and the same instrument.


IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
by them or their duly authorized representatives as of the date first written
above.


NEW FRONTIER MEDIA, INC.


By  /s/ Karyn Miller
________________________________________


EXECUTIVE:
    /s/ Mark Kreloff
________________________________________