Exhibit 10.21

                                LICENSE AGREEMENT


     THIS LICENSE AGREEMENT  ("Agreement") is entered into as of the 21st day of
July, 1999, by and between COLORADO SATELLITE  BROADCASTING,  INC., 27357 Valley
Center Road, Valley Center,  California 92082 (hereinafter  referred to as "CSB"
or "Licensee")  and METRO GLOBAL MEDIA,  INC. on behalf of itself and its wholly
owned subsidiary.  METRO, INC., 1060 Park Avenue,  Cranston,  Rhode Island 02920
(hereinafter collectively referred to as "Licensor").

                               W I T N E S S E T H

     WHEREAS,  CSB owns and  operates  networks for  exhibition  of audio visual
material over all forms of cable or satellite television,  including basic cable
television,   pay  and  subscription  television,   pay-per-view  and  satellite
transmission.  Additionally,  CSB is in the process of  developing  networks for
exhibition or transmission over various forms of Internet or so-called Worldwide
Web for access by television or personal computers;

     WHEREAS,  Licensor  is and for  many  years  has  been in the  business  of
producing and  distributing  motion  pictures  intended  primari1y for the adult
market.  Licensor currently owns the rights granted hereunder with respect to an
inventory of approximately 3,234 motion pictures which have been acquired and/or
produced by Licensor, or its affiliate companies; and

     WHEREAS,  it is the  intention of the parties to enter into this  Agreement
relating to all Catalog  Pictures  and New  Releases  (as  defined  below).  The
Catalog Pictures and New Releases are collectively  referred to as the Pictures.
The term "Internet",  as used herein, shall refer to information transmitted via
a global computer network which is accessed via Internet Protocol (IP) codes and
viewed by an Internet browser.

     IN CONSIDERATION of the mutual  covenants herein  contained,  and for other
good and  valuable  consideration,  the  receipt  and  sufficiency  of which are
acknowledged, the parties agree as follows:

1. DEFINITIONS

     1.1. As used in this  Agreement,  certain  capitalized  terms not otherwise
defined in the body of the Agreement shall have the meaning as specifically  set
forth in Addendum "A", which is incorporated herein by this reference.

2. GRANT OF RIGHTS

     To the  extent  the grant by  Licensor  to CSB does not  conflict  with the
rights previously granted or reserved to a third party, and subject to the terms
and  conditions  hereof,  and as set forth below,  as to each and every Picture,
Licensor  hereby  grants  to CSB  the  right  and  license  under  copyright  to
broadcast,  exhibit and/or display any and all versions of the Pictures over any
form of cable or  satellite  television  and/or  by way of any form of  Internet
transmission,  whether known or hereafter  discovered.  As used herein, the term
"versions(s)"  shall describe the different editing of each Picture set forth in
the third sentence of Section 2.5 below:

     CSB  is  hereby   granted  the  following   rights,   the   exclusivity  or
non-exclusivity thereof to be determined as set forth in Section 6 below:

     2.1. The right to  distribute  and publish the Pictures  using all forms of
satellite,  cable or Internet transmission to television sets, computer monitors
or other devices  intended to receive  exhibit audio visual images,  whether now
known or hereafter discovered, including any and all forms of pay-television and
pay per view  television,  including CATV or cable  television,  any form of pay
television, pay-over-the-air television system, closed


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circuit  system,  video on demand system,  satellite  master antenna  television
system, DBS system (including, without limitation, KU-Band), hotel/motel system,
and any and all other Pay Television  systems which exhibit  motion  pictures as
part of a Pay or Pay-Per-View Service. Such systems include, without limitation,
hotels,  motels,  inns, lodges,  hospitals,  nursing homes,  convalescent homes,
offices,  military bases,  prisons,  ships,  oil rigs,  dormitories and the like
carrying  Pay  or  Pay  Per  View  Service  via  satellite,  cable  or  Internet
transmission.  Notwithstanding the foregoing, it is acknowledged and agreed that
neither CSB nor any affiliate  may sell or distribute  copies of the Pictures as
standalone products to an OnCommand or Spectravision type service.

     2.2. The method of  exhibition of motion  pictures and other  programs over
television  receivers  where  consumers  purchase  the right to view such motion
pictures   or  other   programs   on  a   fee-per-exhibition   basis,   in:  (i)
non-residential  institutions  (including,  without  limitation,  hotel or motel
rooms or hospital  rooms or in other  non-common  or  non-public  areas of other
institutions,  with  transmission  via either  satellite,  cable or Internet) is
referred to as "Non-Residential Pay-Per-View",  and (ii) homes is referred to as
"Residential  Pay-Per-View."  The term  "Pay-Per-View"  when used  herein  shall
include both Residential Pay-Per-View and Non-Residential Pay-Per-View.

     2.3. The rights to distribute  and publish the Pictures via a "narrow band"
Internet  service  (i.e.,  below  56k "dial  up"  modem  connections)  and via a
"broadband"  Internet service (i.e.,  56k or above "dial up" modem  connections)
and all forms of Internet transmission whether now known or hereafter discovered
(herein, the "Internet Rights").

     2.4. The Television,  Pay-Per-View  and Internet  Rights granted  hereunder
include the rights to exhibit,  broadcast,  display and radio simulcast,  all or
any  portions  of  the  Picture(s),   including  excerpts  therefrom,   and,  to
subdistribute  such rights,  in all versions in and  throughout  the  Territory;
provided that CSB may not, under any circumstances relicense individual Pictures
to third parties; and,

     2.5. The right to make such edits,  changes,  alterations and modifications
in the Pictures, including changing the title of any Picture, as CSB, determines
in its sole discretion,  is appropriate or necessary for time  restrictions,  to
comply with any applicable  censorship  requirements,  to create new versions to
accommodate  CSB's marketing plans or to take advantage of new  opportunities to
market and exploit new and  different  versions of adult motion  pictures in and
throughout the Territory in the media licensed to CSB hereunder;  provided, that
CSB will not create any  compilations  of the Pictures for separate  exhibition,
other  than for  promotional  purposes  or in  connection  with a  multi-channel
Internet  feed.  Licensor  shall  deliver to CSB,  the  masters of all  existing
versions of the  Picture(s)  plus any and all existing  outtakes or cover shots,
wrap-arounds,  director's cuts, interviews, production stills, artwork, etc., as
may be available,  all in accordance  with CSB's  delivery  requirements  as set
forth in the  addenda  attached  hereto.  Licensor  shall also  provide CSB with
"behind the scenes"  videos from the sets of the New  Releases  (as  hereinafter
defined) during their production,  in accordance with CSB's reasonable requests.
In all  events,  the  masters to be  delivered  to CSB shall  include at least a
fully-edited  so-called XXX and a fully-edited so-called soft or cable versions,
if such  version  has been  produced.  In the event  new  versions  are  created
Licensor after delivery to CSB of XXX and Cable versions, including any versions
into any  foreign  language,  Licensor  agrees to  immediately  furnish CSB with
masters  of  such  new or  dubbed  versions  in  accordance  with  the  delivery
specifications set forth in the addenda attached hereto.

     2.6. The rights granted to CSB hereunder shall include the right to create,
at its sole cost and expense,  new, and  different  versions of the Pictures for
exhibition via satellite,  cable or the Internet,  as contemplated  above.  Such
derivative versions may constitute separately  copyrightable derivative works of
Licensor  and may  include  material  only  from the  respective  Pictures'  XXX
versions,  cable  versions,  outtakes  and cover shots  furnished  by  Licensor;
provided, that CSB will not create any compilations of the Pictures for separate
exhibition,  other  than  for  promotional  purposes  or in  connection  with  a
multi-channel  Internet feed. Such versions shall include  so-called XX versions
to conform to the current  standards of TEN (the erotic  network),  one of CSB's
affiliated  systems.  Such new versions shall be delivered to Licensor only upon
the termination of CSB's rights to such

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     Pictures under this License Agreement and in such format as conforms to the
technical  specifications set forth in the addenda attached hereto, and Licensor
shall pay CSB one dollar  ($1.00) for each such picture.  Other than the license
rights set forth  herein,  CSB shall have no rights to the  derivative  works so
produced.

     2.7. The right to translate and dub the title and soundtrack of any and all
versions  of the  Pictures  in any  languages,  and to  distribute  such  dubbed
versions throughout the Territory.

     2.8.  The  right  to copy,  in any  form or  medium  which  CSB  determines
appropriate,  the Pictures and to distribute such copies in the normal course of
CSB's satellite, cable or Internet business, such copies may be used for example
as screening  cassettes,  duplicate masters furnished to one or more television,
Pay-Per-View  or  Internet  systems  or  copies  to be  used as  promotional  or
marketing materials in connection with CSB's business activities or those of its
licensees. Such copies may not be sold or distributed by CSB or any affiliate or
licensee  of CSB to the public as a separate  product,  such as a VHS  cassette,
CD-ROM or DVD disc.

     2.9. The right to advertise and publicize  the Pictures,  their  exhibition
and/or any exploitation of the Pictures contemplated hereunder. This right shall
include the right to use all or any portion of the  Pictures in any medium or by
any means to advertise or publicize any of CSB's business activities.

     2.10.  In  addition,  whether  or not any new  video  or film  produced  by
Licensor is licensed hereunder by CSB for satellite, cable or DBS broadcast, CSB
shall have  exclusive  Internet  Rights (as  detailed in Sections  2.1. and 2.3.
above) for all new videos and films  produced by  Licensor  during the next five
(5) years,  which rights shall commence upon the release of the respective video
or film and continue for five (5) years  thereafter,  subject only to Licensor's
right to use the  pictures on its own web sites and  Internet  mall (which shall
also be  exclusive to licensor  for the 90-day  period  referred to in Section 6
below);   and  the  further   limitation   that  the  Internet  rights  for  all
non-heterosexual  titles  and the  titles  currently  under  license  to Playboy
Enterprises shall be non-exclusive.

     Hereinafter,  all of the rights  granted under this Section may be referred
to collectively as the "Rights."

3. TERM

     3.1. This Agreement shall have a term of seven (7) years  commencing on the
date of delivery of the first Picture to CSB pursuant thereto. Thereafter, CSB's
rights to the Catalog  Pictures  may be renewed on a  non-exclusive  basis for a
term of seven (7) additional years upon CSB's payment to Licensor of $400,000 in
cash or New Frontier common stock.

     3.2.  Notwithstanding  the provisions of paragraph 3.1.  hereof,  as to New
Releases such Rights shall continue for a term of five (5) years commencing upon
the earlier of the date of the first  exhibition of the Picture by CSB or ninety
(90) days after delivery of each such New Release to CSB. In addition, CSB shall
have the right to renew its  rights  for any of the New  Releases  for a term of
five (5) additional  years upon payment to Licensor of an amount equal to twenty
five percent (25%) of the license fee paid hereunder for such Pictures.

4. TERRITORY

     The  territory in which  Licensor  may exercise  each and all of the rights
granted  herein  shall be the  territory  of North,  Central  and South  America
("Territory"),  except  that due to the  nature of the  Internet,  the  Internet
Rights granted  herein are worldwide in scope.  CSB's rights may be exercised in
any  country  in. and  throughout  the  Territory,  including  their  respective
territories and possessions.

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5. DELIVERY OF PICTURES TO CSB

     5.1.  All motion  pictures  released  and still  photographs  published  by
Licensor  on or prior to June 30, 1999 are  referred  to herein as the  "Catalog
Pictures".  A list of 3,234 of those motion pictures  setting forth their titles
is set forth on Exhibit A hereto.  Licensor  agrees to update the attached  list
within 90 days to indicate  therein  the titles of all of the Catalog  Pictures,
the dates on which they are expected to become  available for use by CSB,  their
dates of production and such other information as may be reasonably requested by
CSB. Any motion pictures  acquired by Licensor on an individual or bulk purchase
basis (from and after July 1, 1999) shall not be considered  "Catalog  Pictures"
or "New Releases". In addition,  Licensor will deliver such screening cassettes,
editing  masters or other  material as may be requested by CSB, to permit CSB to
evaluate  and use the  Catalog  Pictures.  CSB shall have the right to select as
many Catalog Pictures as it desires to exploit in the Territory.

     5.2.  Commencing  in August  1999,  CSB  shall,  to the  extent  available,
pre-select,  on a monthly  basis,  as  Pictures  hereunder,  up to three (3) new
motion pictures hereafter produced by Licensor or its affiliated  companies each
month  throughout the Term hereof,  and Licensor shall make available to CSB for
such  pre-selection no less than six (6) new motion pictures at a license fee of
$12,500 per title,  which three (3) new motion  pictures shall be in addition to
the two (2)  "premier"  titles  which  CSB has been  licensing  per  month  from
Licensor's "Gonzo", "Amazing", "Toxxxic" or similar collections at a license fee
of $3,000 to $5,000 a title.  In addition,  at such time as Licensor's  existing
license agreement with Playboy  Enterprises is terminated prior to its term, CSB
agrees to pre-select two (2) additional new motion pictures,  to the extent then
available,  at a license fee of $14,000 per title; provided,  that: (i) at least
one of the two (2) additional new motion pictures is shot on film (as opposed to
video);  and (ii) the two (2)  additional  new motion  pictures  are  reasonably
visually  distinctive  from the other new motion pictures  delivered to CSB that
month (e.g., have different  directors,  different stars,  different story lines
and a different  general look from the other delivered  movies).  If the Playboy
Enterprises  contract  expires  pursuant  to its  terms,  CSB  agrees  that  its
obligation  to  pre-select  additional  new motion  pictures  shall relate to an
additional  three (3),  not two (2),  additional  new motion  pictures,  and all
references in the preceding  sentence "two (2) additional  new motion  pictures"
shall be deemed to refer to "three (3) additional new motion pictures". All such
new motion pictures  provided by Licensor to CSB are hereinafter  referred to as
the "New Releases".

     5.3. Upon receipt of delivery materials relating to each Picture hereunder,
including  each New Release,  CSB shall have a period of 3O days within which to
evaluate all such  materials and determine  whether they are  acceptable to CSB.
CSB shall have the absolute  right to reject any films  submitted  for technical
reasons or for reasons related to CSB's editing standards. If CSB's rejection is
for  technical  reasons,  CSB shall  promptly  notify  Licensor of the technical
defects in the  material  delivered  and  Licensor  will remedy any and all such
defects,  at no cost to CSB, within ten (10) days of receipt of such notice.  If
CSB's rejection is for reasons related to its editing  standards,  Licensor will
replace the rejected  Picture(s) within thirty (30) days after Licensor receives
notice of such rejection,  with another  Picture(s) in the same category as that
of the Picture  rejected.  It is acknowledged and agreed that to the extent that
any of the Pictures are of a general  quality  equivalent to Licensor`s  current
CalVisa line of motion  pictures,  such  Pictures  shall be deemed to meet CSB`s
general quality standards.

6. EXCLUSIVITY

     Except  with  respect to the  pre-existing  rights of third  parties to the
Catalog Pictures,  all still photographs  within the "Catalog  Pictures" and for
Licensor's rights relating to the Internet and Kiosk  Transmission  Service,  as
further  described  below,  each and all of the Rights  granted to CSB hereunder
shall be exclusive to CSB during the Term and Licensor agrees to take all action
necessary  to ensure  that CSB is  accorded  the right to  exploit  such  Rights
without interference from any third party.

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     Licensor will retain exclusive Internet rights over the New Releases during
the first  ninety  (90) days  following  the release  date of all New  Releases,
except  that  CSB may  use the New  Releases  on the  Internet  for  promotional
purposes  only (and not for  commercial  use or in  connection  with a  multiple
channel feed).  Thereafter,  CSB shall have exclusive Internet Rights to the New
Releases for seven (7) years,  subject only to  Licensor's  right to continue to
use the New Releases on its own web site and Internet mall.  Notwithstanding the
foregoing,  the Internet  Rights granted to CSB shall be  non-exclusive  for the
non-heterosexual  and Playboy  Enterprises  movies  described  in Section  2.10.
above; and, provided,  further,  that Licensor shall not be permitted to use the
Pictures to license or distribute  to any  independent  third party  provider of
Internet  content a thousand channel or similar multiple feed or video on demand
product.  Licensor may however, develop and market a Kiosk Transmission Service,
utilizing the Pictures wherein a retail customer selects a purchase of a Picture
in a recorded medium from a retail establishment's booth facility.

7. PAYMENT BY CSB

     In full  consideration  of all of the Rights granted  hereunder and each of
the terms and conditions of this Agreement, and conditioned upon Licensor's full
and faithful  performance  of all  obligations  to be performed  hereunder,  CSB
agrees to pay Licensor as follows:

     7.1.  CSB  agrees to deliver to  Licensor  a total of 500,000  shares  (the
"Catalog  Shares") of restricted  common stock of New Frontier Media, Inc. ("New
Frontier"),  the  parent  company  of CSB,  and to cause the  issue to  Licensor
warrants  to  purchase  an  additional  100,000  shares of  common  stock of New
Frontier  at Market  (as  hereinafter  defined)  or the date this  Agreement  is
executed, in the form attached hereto. In addition, and in further consideration
of the rights  granted to CSB under  Section 2.10.  above,  CSB and New Frontier
agree to issue to Licensor warrants to purchase an additional  100,000 shares of
common  stock of New Frontier at Market on the first,  second,  third and fourth
anniversary of the execution date of this Agreement, in the form attached hereto
(for a total of 500,000 warrant shares). For the purpose of this Agreement,  the
term "at Market" shall mean the average closing price for shares of common stock
of either New Frontier or Licensor,  as applicable,  for the ten (10) day period
immediately preceding the date such determination is made.

     7.2.  With  respect to each New  Release  delivered  to CSB  hereunder  and
accepted by CSB, CSB shall pay Licensor 25% of the license fee then due upon the
acceptance  of the  master  for each such New  Release  and the  balance  within
seventy five (75) days thereafter.

     7.3. In consideration of CSB's other obligations to Licensor hereunder,  to
wit the  delivery  of  IGallery's  services  pursuant  to Section  14.3.  below,
Licensor  shall issue to New Frontier  250,000  restricted  shares of its common
stock and warrants to purchase 50,000  restricted  shares of its common stock at
Market  (as  defined  above)  on the date of  execution  of this  Agreement.  In
addition,  on each of the first,  second,  third and fourth anniversaries of the
execution  date  Licensor  shall issue to New  Frontier  warrants to purchase an
additional  50,000  shares of its common stock at Market (for a total of 250,000
warrant shares).

8. COSTS AND EXPENSES

     8.1.  Licensor shall he responsible for paying all production costs related
to the production of the Pictures.

     8.2.  As  between  Licensor  and  CSB,  CSB  shall be  responsible  for all
scanning,  editing and  duplication  costs and making all payments  which may be
required to be paid on account of CSB's exercise of its rights hereunder, except
to the extent such payments are the responsibility of Licensor,  as set forth in
Section 8.1.  above.  Licensor  shall lend CSB edit copies of the Pictures  (for
which those produced  after 12/96 shall conform to the technical  specifications
attached  hereto),  which  edit  copies  will  be  returned  to  Licensor  after
duplication.

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9. CONFIDENTIALITY

     Neither  Licensor  nor CSB shall  disclose to any third  party  (other than
their  respective  employees,  agents or  representatives  in their  capacity as
such),  any  information  with respect to the financial  terms and provisions of
this  Agreement  except:  (i) to the extent  necessary to comply with law or the
valid order of a court of  competent  jurisdiction,  in which  event,  the party
making such disclosure  shall so notify the other,  in writing,  within five (5)
days, and shall seek confidential treatment of such information, (ii) as part of
its normal reporting or review procedure to its parent company, its auditors and
its  attorneys,  provided,  however,  that such parent  company,  auditors,  and
attorney's  agree to be bound by the  provisions  of this  paragraph 9, (iii) in
order to enforce  its rights  pursuant to this  Agreement,  and (vi) to any bona
fide prospective purchaser of the stock or assets of such party.

10. REPRESENTATIONS AND WARRANTIES OF CSB

     CSB hereby represents and warrants that it has the full power and authority
to enter into this  agreement  and to fully perform its  obligations  under this
Agreement,  that the agreement is an enforceable and binding agreement, and that
it does not conflict with any other agreement or obligation of CSB. New Frontier
Media, Inc. has executed this Agreement for the limited purpose of acknowledging
its  consent to the  issuance of its  restricted  common  stock and  warrants to
Licensor.

11. REPRESENTATIONS AND WARRANTIES OF THE LICENSOR

Licensor hereby warrants and represents to CSB as follows:

     11.1.  Licensor owns all  appropriate  and  necessary  rights in and to the
Pictures which are the subject hereof to permit CSB to peacefully  exercise each
of the Rights granted  hereunder  without  interference from any third party and
without  claim that such  exercise  constitutes a violation of the rights of any
third party,  except for the  pre-existing  rights of certain third parties with
respect to cable and satellite  distribution and certain identified Pictures for
which Licensor may not have acquired the Internet  Rights.  Licensor  represents
and  warrants  that when it  delivers  to CSB the  updated  schedule of Pictures
contemplated by Section 5.1.  above,  the schedule will contain a listing of all
available  rights and that it will  indicate  that no less than  2,250  Pictures
shall have been  licensed  hereunder  to CSB with  complete  video on demand and
Internet  Rights.  The Licensor  guarantees to CSB that each of the Pictures was
produced in compliance  with all applicable  laws, that all actors and actresses
in the Pictures were over 18 years of age when they rendered their  performance,
and that all  Documentation,  including but not limited to,  proper  age/consent
documents are  maintained on file as required by law and may he inspected by CSB
or its designated  agent during normal  business hours upon request with 24-hour
notice.

     11.2.  Licensor  is the  sole  owner  of all  Rights  granted  to  Licensee
hereunder;   Licensor  has  not  previously  assigned,   pledged,  or  otherwise
encumbered  the same;  the  Pictures do not  violate any rights of privacy;  the
Pictures are not defamatory; neither the Titles, the documentation, nor an parts
thereof, nor any materials contained therein or synchronized therewith,  nor the
exercise  of any  right,  violated  or  will  violate,  or  will  infringe,  any
trademark,  trade name,  contract,  agreement,  copyright (whether common law or
statutory),  patent, literary,  artistic, dramatic, personal, private, civil, or
other  property  right or right of privacy or any similar law or  regulation  or
other right whatsoever of, or slanders or libels, any person, firm, corporation,
or association  whatsoever.  Notwithstanding  the  foregoing,  Licensor makes no
representation  or  warranties  with respect to the laws or  regulations  of any
state,  country or territory  outside of the United  States and/or the States of
Alabama, Kentucky, Mississippi,  Oklahoma, Utah, North Carolina, South Carolina,
Tennessee  or West  Virginia,  or Northern  Florida,  or any other  jurisdiction
hereinafter  adopting  laws or  regulations  similar  to the laws of such  named
states.

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12. INDEMNITY

     12.1. Each party hereto shall at times defend,  indemnify and hold harmless
the other and their parent,  subsidiary  and affiliated  companies,  successors,
licensees and assigns and their respective  officers,  directors,  employees and
agents (herein, the "Indemnified Parties"), against and from any and all claims,
damages,  liabilities,  costs and expenses,  including  reasonable  counsel lees
(collectively  "claims")  arising out of any breach by such party  (herein,  the
"Indemnitor")  of any  representation,  warranty,  covenant  or other  provision
hereof.  The Indemnified  Parties shall notify the Indemnitor in writing of each
such claim,  and shall have the right to defend such claims  through  counsel of
its own choosing.

     12.2. The  Indemnified  Parties shall afford the Indemnitor the opportunity
to participate in any compromise,  settlement, litigation or other resolution of
a third party claim,  or, in the event the Indemnitor  elects not to defend such
claim,  the  Indemnified  Parties  may assume  the  defense of any such claim or
litigation,  at  Indenmitor's  cost and  expense,  with  counsel of  Indemnified
Parties' own choosing. In the event the Indemnitor elects to assume the defense,
the Indemnitor shall afford  Indemnified  Parties the opportunity to participate
fully in such defense at Indemnified Parties' expense.

     12.3. Neither party shall compromise,  settle or otherwise resolve any such
claim or litigation without the other party's prior written consent, which shall
not be unreasonably withheld;  provided, however, that failure to respond within
five (5) business  days  following  receipt of written  notice of such  proposed
compromise shall constitute  consent to the proposed  compromise,  settlement or
resolution.

     12.4. All  representations,  warranties and  indemnities  contained in this
Agreement shall survive an independent investigation made by Indemnified Parties
and the suspension or the termination of this Agreement.

13. SEVERABILITY

     Subject  to  this  section,  if any  provision  of  this  Agreement  or the
application  thereof  to any party of  circumstance  shall,  to any  extent,  be
invalid and/or enforceable,  the remainder of this Agreement and the application
of such provision to any other parties or  circumstances  other than those as to
which it is held invalid and/or  unenforceable,  shall not be affected  thereby,
and each such other term and provision of this  Agreement  shall be valid and be
enforceable to the fullest extent permitted by law.

14. OTHER AGREEMENTS

     14.1. The Licensor and CSB shall promptly execute, acknowledge, and deliver
or promptly procure the execution,  acknowledgement  and delivery of any and all
further  assignments,  agreements and instruments which may be deemed reasonably
necessary or expedient to effectuate the purposes of this Agreement.

     14.2.  For five (5) years,  Licensor  shall use its  reasonable  commercial
efforts  to  promote  CSB's  stations  and  affiliated  web  sites  in  all  its
publications,  videos and,  products,  etc. in accordance with CSB's  reasonable
requests,  including,  but not  limited to,  providing  free  advertising  space
therein for CSB's  stations and web sites and permitting CSB to use, at its sole
cost and  expense,  female  cast  members  from  Licensor's  motion  pictures as
promotional  spokespersons  for CSB's  Stations  and  affiliated  web sites.  In
addition,   the  parties  shall  discuss  in  good  faith  the   feasibility  of
establishing a 5O/50 joint venture to distribute and produce live Internet feeds
for  broadcast on  Licensor's  and CSB's web sites.  Licensor and CSB shall also
explore  areas in which they can assist each  other,  such as in the launch of a
new CSB channel.

     14.3. For five (5) years, CSB shall use its reasonable  commercial  efforts
to promote Licensor's  Pictures and web sites on all CSB stations and affiliated
web sites, in accordance with Licensor's reasonable requests, including, but not
limited to, placing  banners in reasonanly  prominent  areas on the  Interactive
Gallery, Inc.  ("IGallery") sites. In this record,  IGallery will send marketing

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<PAGE>

e-mails to its  database  of  webmasters,  place links in its  webmaster  portal
(http:\\www.igallery.net)  and  place  links  on  its  IGallery  Tips  &  Tricks
newsletter.  In addition, during this period Licensor and IGallary each agree to
direct a portion of their exit  traffic  from and to their  respective  Internet
sites upon discounted-to-actua1 cost rates, subject to the conversion ratios for
such traffic  being  reasonably in line with  industry  averages.  IGallery will
cause Interactive  Telecom Network,  Inc. ("ITN") to offer to assist Licensor in
back-end technical management of the Licensor's web sites,  including,  offering
competitive rates for co-location of servers, dedicated Internet access, systems
administration and website management,  the streaming of media products, network
security solutions,  DNS management,  server-rack  rental,  customer service and
credit card clearing services, all as may be more particularly described and set
forth in a separate  agreement  between ITN and Licensor.  IGallery has executed
this  Agreement for the limited  purpose of being bound to the  obligations  set
forth in this Section 14.3.

     14.4.  CSB  covenants  and  agrees to adhere to the  Licensor's  reasonable
practices  and  policies  with respect to  protecting  the  copyrights  owned by
Licensor in the licensed Pictures.

15. WAIVERS

     No vaiver by either  party of any  breach or default  under this  Agreement
shall be  deemed  to be a waiver  of any  proceeding  or  subsequent  breach  or
default.

16. NOTICES

     All notices or remittances  which either party may wish to serve and/or may
be required to serve on the other under this Agreement,  shall be in writing and
shall be served by  personal  delivery  thereof  or by prepaid  certified  mail,
return  receipt  requested,  or  by  prepaid  overnight  air  express  delivery,
addressed to the respective parties at their addresses herein above set forth.

17. RELATIONSHIP OF THE PARTIES

     Nothing in this Agreement contained shall be deemed to constitute either of
the  parties  being an agent of the other.  Neither  party shall hold itself out
contrary to the terms of this Agreement and neither party shall become liable by
reason of any  representation,  act or  omission of the other  contrary,  to the
provisions hereof. Licensor is in all respects acting an independent contractor.

18. TERMINATION

     This Agreement may be terminated by either party upon written notice to the
other party if such other party shall make a general  assignment for the benefit
of  creditors,  or shall admit in writing its inability to pay its debts as they
become due, or any  proceeding  is commenced by or against such party (or in the
case of CSB,  by or  against  New  Frontier)  under  any  provision  of the U.S.
Bankruptcy  Code  or  under  other  bankruptcy  or  insolvency  law,   including
assignment  for the  benefit  of  creditors  (and in the case of an  involuntary
proceeding,  such  proceeding  is not  dismissed  within  60 days or the  filing
thereof),  or any such party's securities are delisted from Nasdaq. In addition,
Licensor may terminate  this Agreement upon no less than three (3) business days
prior  notice if CSB shall be in arrears to Licensor  for license fees due to it
hereunder in an amount equal to or in excess of $200,000, and CSB shall not have
cured such breach  within two (2)  business  days of its receipt of such notice.
Moreover, Licensor may terminate this Agreement should CSB fail to pre-select 36
new motion pictures, as described in Section 5.1. above, over any consecutive 15
month period  commencing after January 1, 2000.  Should Licensor  terminate this
Agreement by reason of an action or conduct of CSB proscribed under this Section
18,  all rights  herein  granted  CSB shall  forthwith  terminate  and revert to
Licensor.

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<PAGE>


19. ENTIRE AGREEMENT

     This  Agreement  contains the full and complete  understanding  between the
parties hereto and supersedes all prior understandings, whether written or oral,
pertaining  to the  subject  matter  hereof and cannot be  modified  except by a
written instrument  signied by the parties hereto. In this regard,  that certain
Program  Supply  Agreement,  dated July 22,  1998  between the parties is hereby
terminated.

20. APPLICABLE LAWS

     This Agreement shall be governed by the laws of the State of California and
the federal laws of the United States of America applicable therein.

21. ASSIGNMENT

     This Agreement may not he assigned by either party hereto,  by operation of
law or otherwise without the express written consent of the other, which consent
shall not be unreasonably withheld, delayed or conditioned.

22. COUNTERPARTS

     This  Agreements  may be  executed  in  counterparts,  each of which  shall
constitute an orginal and all of which,  when taken together,  shall  constitute
one agreement.

23. PARTIES BOUND BY AGREEMENT

     This Agreement is binding upon the parties hereto and upon their respective
successors and permitted assigns.

24. ARBITRATION.

     Any dispute or claim arising under or with respect to this Agreement  which
is incapable of resolution by the parties hereto will be resolved by arbitration
before one (1)  arbitrator in Los Angeles,  California  in  accordance  with the
Rules  for  Commercial  Arbitration  of  the  American  Arbitration  Association
("AAA").  The  appointing  agency shall be the AAA. The decision or award of the
arbitrator shall be final and binding upon the parties.  Any arbitrage award may
be entered as a judgment or order in an court of competent jurisdiction.

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<PAGE>


25. HEADINGS

     Headings or captions  contained in this Agreement are for reference purpose
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have duly  executed and delivered
this Agreement as of the date first herein above.


LICENSEE:

COLORADA SATELLITE BROADCASTING, INC.                    ATTEST:

/s/ Michael Weiner
------------------                                       -----------------
By: Michael Weiner, Executive VP and Secretary



LICENSOR:

METRO GLOBAL MEDIA, INC.                                 ATTEST:

/s/ Janet Hoey
--------------                                           ------------------
By: Janet Hoey, Treasurer




METRO, INC.                                              ATTEST:

/s/ Greg Alves
--------------                                           -------------------
By: Greg Alves, Vice-President



NEW FRONTIER MEDIA,  INC.  hereby  guarantees the obligations of its subsidiary,
Colorado  Satellite  Broadcasting,  Inc.  hereunder  and  shall  be bound to the
provisions  of Section 7 regarding the issuance of its Common Stock and warrants
therefor.

NEW FRONTIER MEDIA, INC.                            ATTEST:

/s/ Micharl Weiner
------------------                                  --------------------
By: Michael Weiner,  Executive Vice President

ACKNOWLEDGEED  AND AGREED with respect to the provisions of the last sentence of
Section 14.3. only:

INTERACTIVE GALLERY, INC.                           ATTEST:

/s/ Gregory Dumas
-----------------                                   --------------------
By: Gregory Dumas, President



                                       10