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Teleport Services Agreement [Amendment No. 2] - Williams Vyxx Services and Colorado Satellite Broadcasting

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                                  AMENDMENT II

THIS AMENDMENT II ("Amendment") is effective the 24th day of January, 2000, by
and between Williams Vyvx Services, a business unit of Williams Communications,
Inc. ("Williams") and Colorado Satellite Broadcasting, a division of New
Frontier Media, Inc. ("Customer").

WHEREAS, Williams and Customer are parties to that certain Teleport Services
Agreement, effective, the 1ST day of April, 1999 (the "Agreement"); and

WHEREAS, Williams and Customer desire to amend the Agreement;

NOW, THEREFORE in consideration of the foregoing premises and mutual promises
and covenants of the parties hereto, the receipt and sufficiency of which is
hereby acknowledged, Williams and Customer agree to amend the Agreement as

1. The following shall be added as sub-section 3 (f):

(f) Additional Carriers Uplinked to the Transponders. Williams shall provide the
following additional services, as referenced in Table 1, subject to the terms
and conditions of this Agreement: three additional full-time VideoCipher II+
carriers shall be uplinked to the Transponders. Three additional channels were
added to the Compression System and shall be used to transmit the additional
services over Customer's Circuit and the Microwave Link from Customer's Premise
to the Teleport. The customer is responsible to deliver to Williams a scrambled
signal from three customer-provided VideoCipher II+ scrambling systems. Williams
shall provide one redundant "on-the-shelf" spare VideoCipher II+ scrambling
system. Customer is responsible for all maintenance and software licensing of
all customer-provided equipment as well as Williams' "on-the-shelf" spare
VideoCipher II+ scrambling system and their associated MicroVax computers. For
these additional services, Williams shall charge Customer an additional $31,500
per month, broken down to $11,500 per month for Service 4, $10,500 per month for
Service 5, $9,500 per month for Service 6 for the remainder of the Term.

2. Section 2.9, Service Charge, shall be revised.


3.      Section 9 Commitment shall be revised to read as follows:

COMMITMENT. Customer agrees that this is a take-or-pay commitment and that
failure to use the Services throughout the Term does not affect Customer's
obligation to pay the Service Charge throughout the Term. The parties agree that
Customer's minimum commitment pursuant to this Agreement through the Original
Term is $5,145,000. The parties agree that this take-or-pay commitment is a
portion of the consideration for this Agreement, and that it is not a penalty

4.      Except as specifically amended herein, all terms, conditions and
provisions contained in the Agreement shall remain unchanged and in full force
and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment on the 13 day of
July, 2000.


BY: /s/ Michael Schlesier                BY:  /s/ Michael Weiner

NAME:  Michael Schlesier                 NAME:  Michael Weiner

TITLE: VP Media & Entertainment          TITLE:  Executive Vice President

DATE:  July 13, 2000                     DATE:  July 13, 2000


Service #     Service Description               Satellite     Transponder
1             Barker                            Telstar 4         19
2             TeN                               Telstar 4         19
3             Pleasure                          Telstar 4         19
4             Extasy                            Telstar 4          4
5             Gonzo X                           Telstar 4          7
6             True Blue                         Telstar 4          5
7             ETC                               Telstar 4          7