Exhibit 10.35


 


Portions
of this Exhibit have been redacted pursuant to a request for confidential
treatment under Rule 24b-2 of the General Rules and Regulations under
the Securities Exchange Act.  Omitted information, marked “[***]” in this
Exhibit, has been filed with the Securities and Exchange Commission together
with such request for confidential treatment.


 


PLEASURE SERVICE

LICENSE AGREEMENT


 


This Agreement (“Agreement”)
is made as of November 16, 2000 between COLORADO SATELLITE
BROADCASTING, INC., a Colorado corporation (“CSB” or “Network”), with offices
located at 5435 Airport Boulevard, Suite 100, Boulder, Colorado, 80301 and
COMCAST PROGRAMMING, a division of COMCAST CORPORATION, a Pennsylvania
corporation with offices at 1500 Market Street, Philadelphia, Pennsylvania
19102-2148 (“Affiliate”).  Network and
Affiliate agree as follows:


 


Subject to the terms hereof,
Network hereby grants to Affiliate a non-exclusive license to distribute the
Pleasure Service in the United States or to a United States territory solely as
a cable, SMATV, MMDS, LMDS, or OVS service on Systems to Affiliate’s Basic
Subscribers.  Basic Subscribers may order
the Pleasure Service on a Demand Purchase basis as a pay-per-programming block
event.  Affiliate is also given a non-exclusive
license to use the Network Marks as set forth below.


 


1.             THE SYSTEMS.  The systems listed in Attachment “A” (the “Systems”
or the “Pleasure Systems”) are hereby authorized to distribute the Pleasure
Service in accordance with this Agreement. 
Affiliate represents and warrants that all Systems are at least [***] percent
([***]%) owned by or are managed by Affiliate. 
Additional Systems may be added to Attachment A by Affiliate on
written notice supplied to Network. 
Affiliate may delete any System from Attachment A upon notice to
Network.


 


2.             ADDITIONAL DEFINITIONS.  As used in this Agreement, the following
terms shall have the respective meanings indicated below.


 


a.             Basic Subscriber:  Any single family dwelling which is receiving
any level of programming services, which may be purchased from any Pleasure
System.  If the single-family dwelling
happens to be a Unit in a larger multiple dwelling (e.g., an apartment or
condominium unit) each such Unit shall be deemed to be a separate Basic
Subscriber.


 


b.             Billing Period:  Any calendar month during which the Pleasure
Service is offered to Affiliate’s Demand Purchasers.  Only the initial Billing Period or the last
month of carriage may be a partial month.


 


c.             Cable Technology:  The means of delivering video programming by
coaxial, fiber-optic or other type of cable.


 


d.             Demand Purchase:  Each individual purchase of the Pleasure
Service from Affiliate by a Basic Subscriber, which, at the conclusion of the
period so purchased (be it a [***] time block, a [***] time block, a [***] time
block, a “safe harbor” time block between the hours of [***] and [***], or a
full programming [***]) requires a further transactional decision by the Basic


 

















 


Portions
of this Exhibit have been redacted pursuant to a request for confidential
treatment under Rule 24b-2 of the General Rules and Regulations under
the Securities Exchange Act.  Omitted information, marked “[***]” in this
Exhibit, has been filed with the Securities and Exchange Commission together
with such request for confidential treatment.


 


Subscriber to continue receiving the Pleasure
Service.  The Basic Subscribers who
purchase the Pleasure Service in such a manner shall be known as “Demand
Purchasers.”


 


e.             LMDS Systems:  The means of delivering of video programming by
direct broadcasts to single family or multiple dwellings containing Units by
the use of microwave frequencies, including only those frequencies classified
by the FCC as Local Multipoint Distribution Service, Multipoint Distribution
Service, Instructional Television Fixed Service, and Operational Fixed Service.


 


f.              Marks:


 


(i)            Network Marks:  The service marks, trademarks, trade names
and logos owned or licensed by Network and used as part of the Pleasure
Service, all of which are being licensed to Affiliate solely for use in
accordance with this Agreement for the distribution and the promotion,
marketing and sale of the Pleasure Service.


 


(ii)           Comcast Marks:  The name “Comcast” and Affiliate’s “concentric
c” logo and any other authorized marks used by Affiliate in connection with its
service, all of which are the exclusive property of Affiliate, and Network has
not and will not acquire any proprietary rights thereto by reason of this
Agreement.  Network shall not use any of
the Comcast Marks or any variation thereof except at the times and in a manner
expressly approved in writing by Affiliate in each instance.  Nothing contained in this subparagraph shall
prohibit Network from using the name of Affiliate in factual disclosures
authorized by Section 16 of this Agreement.


 


g.             MMDS Technology:  The means of delivering analog or digital
video programming by direct broadcasts to single family or multiple dwellings
containing Units by the use of microwave frequencies, including only those
frequencies classified by the FCC as Multichannel Multipoint Distribution
Service, Multipoint Distribution Service, Instructional Television Fixed
Service, and Operational Fixed Service.


 


h.             OVS:  Open Video Systems meeting the requirements
promulgated by the FCC with respect thereto.


 


i.              Pleasure Service:  Subject to the assignment provisions set
forth in paragraph 14 hereof, the adult-oriented pay television
programming service to be provided to Affiliate hereunder whether such service
is identified as “Pleasure” and/or any other service mark designated by
Network.


 


2

















 


Portions of this Exhibit have been redacted pursuant to
a request for confidential treatment under Rule 24b-2 of the General Rules and
Regulations under the Securities Exchange Act.  Omitted information,
marked “[***]” in this Exhibit, has been filed with the Securities and Exchange
Commission together with such request for confidential treatment.


 


j.              SMATV Technology:  The means of delivering video programming by
satellite to a master antenna which then utilized co-axial, fiber-optic or
other type of cable to Basic Subscribers provided no such cable cross public
rights of way.


 


k.             Unit:  Each individual dwelling unit in any form of
multiple dwelling, including without limitation intended, apartment building,
condominium, hotel, motel, fraternity house, and any other commercial
residential establishment respectively.


 


3.             CONTENT
OF THE PLEASURE SERVICE.


 


a.             Subject to Section 3.d.
and the other provisions of this Agreement, Network shall, in its sole
discretion, include such programming in the Pleasure Service as it deems
appropriate from time to time to deliver an adult-oriented pay television
service.  Affiliate shall have no right
to alter, substitute or delete or otherwise modify the Pleasure Service as
provided by Network except to achieve band-width efficiencies, provided that
Affiliate may limit carriage of the Pleasure Service in analog form to the
hours between 10:00 p.m. to 6:00 a.m. or any other carriage period
required by law or deemed appropriate by Affiliate.  Any System distributing the Pleasure Service
in digital format may carry the Pleasure Service on a [***] basis with the
consent of Network which consent shall not be unreasonably withheld.  Network shall have the exclusive right to
extend, reduce or otherwise change the hours during which the Pleasure Service
is being delivered to all distributors. 
Network will continue to provide programming of substantially the type
and quality described in the programming schedule attached hereto as Attachment “B.”


 


b.             If a System, in the System’s
reasonable business judgment, considers that the Pleasure Service, as
delivered, is threatening or detrimental to the System’s franchise or business
operations, then such System may drop the Pleasure Service immediately, and/or
such System may amend the carriage hours of the Pleasure Service immediately.


 


c.             Affiliate may not in any way
imply that any non-Pleasure Service programming is a part of or is connected in
any way with the Pleasure Service. 
Affiliate shall not exhibit or transmit any Pleasure Service programming
at any time other than as scheduled by Network. 
Affiliate hereby acknowledges that from time to time Network may modify
the programming to be supplied as part of the Pleasure Service without prior
notice, subject to the type and quality provisions as set forth in Section 3.a.
above.


 


d.             Affiliate shall not use any
channel that distributes the Pleasure Service to broadcast or otherwise
distribute any adult programming except: 
(i) the Pleasure Service; (ii) any other programming provided
by Network or any


 


3

















 


Portions of this Exhibit have been redacted pursuant to
a request for confidential treatment under Rule 24b-2 of the General Rules and
Regulations under the Securities Exchange Act.  Omitted information,
marked “[***]” in this Exhibit, has been filed with the Securities and Exchange
Commission together with such request for confidential treatment.


 


of Network’s affiliated entities; (iii) On-Air
Promotions and Network Commercials provided by Network in accordance with this Section 3.d.;
and (iv) the System advertising authorized in Section 3.f.
below.  Network shall not, as part of the
Pleasure Service, include any [***] provided, however, that the Pleasure
Service may contain:  (i) commercials
for merchandise offered by Network (collectively “Network Commercials”) if such
Network Commercials do not exceed [***] during any [***] block of programming,
excluding for purposes of this limitation On-Air Promotions (as defined below);
and (ii) On-Air Promotions; provided further that in no instance shall the
aggregate of Network Commercials and On-Air Promotions exceed [***] in any
[***] period.  “On-Air Promotions” shall
mean advertising for:  (i) programming
on the Pleasure Service; (ii) other adult programming provided by Network
which is available on the applicable System; and (iii) any website
sponsored or maintained by Network. 
Network agrees that in the event Network includes any Network
Commercials on the Pleasure Service aggregating in excess of [***] per [***]
block of programming, Network shall pay Affiliate [***] percent ([***]%) of
[***] (“Affiliate’s Commercial Share”) on all revenues from merchandise or services
(excluding revenues from websites), sold by Network Commercials to respondents
who are Basic Subscribers in the Pleasure Systems’ [***] areas.  Network further agrees that in the event
Network includes any website commercials or promotions on the Pleasure Service,
Network shall pay Affiliate [***] percent ([***]%) of [***] (“Affiliate’s Web
Share”) of all revenues from merchandise or services (including memberships in
websites) sold by the websites to respondents who are Basic Subscribers in the
Pleasure Systems’ [***] areas.  If
Affiliate shares a service area with another provider(s) of the Pleasure
Service, then the Affiliate’s Commercial Share and the Affiliate’s Web Share
shall be pro-rated according to the percentage of the [***] by the Affiliate
and the other provider(s).  “[***]” shall
mean [***].


 


e.             In addition, for each month
during the Term, Network shall pay to Affiliate [***] percent ([***]%) of the
[***] (as defined herein) attributable to any customer accessing or using any
of Network’s (and/or any of Network’s parent’s, subsidiary’s or affiliate’s)
Internet Websites, including, without limitation, the website currently know as
“TeN.com” (each, a “Network Website”), provided that:  (i) the Network Website is promoted on
the Pleasure Service distributed by a System serving the [***] area of such
customer; and (ii) such customer is a cable television subscriber within
the service area of such System.  “[***]”
means, for each customer, the [***] billed to such customer for access to, or
use of, the Network Website, whether on a [***] basis, on a [***] basis, on a
[***] basis or any other basis of charging a fee to customers for access to, or
use of, the Network Website.  For
customers residing in a [***] area where there are [***] or more distributors
of the Pleasure Service,


 


4

















 


Portions of this Exhibit have been redacted pursuant to
a request for confidential treatment under Rule 24b-2 of the General Rules and
Regulations under the Securities Exchange Act.  Omitted information,
marked “[***]” in this Exhibit, has been filed with the Securities and Exchange
Commission together with such request for confidential treatment.


 


Network shall allocate [***] pursuant to this
Section 3.e. between or among such distributors based on the percentage of
the aggregate number of subscribers to the Pleasure Service that are served by
each such distributor in the [***] area. 
Network represents and warrants that all Internet customers will be
required to sign-on to any Network Website through a “Join Page” prior to being
granted access to any content on any Network Website.  Such Join Page shall require any new
customer desiring access to the Network Website to provide certain identifying
information, including, without limitation, a request for such customer to
indicate whether the customer is a cable television subscriber, direct-to-home
satellite subscriber or neither.


 


f.              Each System shall have the
right to include advertising inserted by the System (“Local Advertisements”) on
the Pleasure Service in an aggregate amount not exceeding [***] of advertising
in every [***] block of programming.  The
Pleasure Service shall include appropriate cues to give the Systems the
opportunity to insert their advertising at appropriate junctures within the
Pleasure Service programming, provided, however Local Advertisements may not
promote [***] other than those provided by CSB and/or New Frontier Media, Inc.  In addition, Local Advertisements may not
promote [***].


 


4.             TRANSMISSION AND DISTRIBUTION OF
THE PLEASURE SERVICE.


 


a.             Network shall use [***] to
transmit the Pleasure Service by means of a commonly used cable television
communications satellite as may be designated by Network to Affiliate, and/or
Affiliate may elect to receive the Pleasure Service from a third party to whom
Network has made the signal available (the “Digital Provider”).  The delivery of the Pleasure Service to, and
the authorization and deauthorization of the Pleasure Service on, any System is
the sole responsibility of Network at no cost to Affiliate other than the
Pleasure Service Charge set forth in this Agreement.  Should Network change satellite(s) to a
location which would cause Affiliate to incur any expense in order to continue
to receive the Pleasure Service in any System, then Affiliate shall have the
right to terminate this Agreement unless Network agrees to provide reception
equipment to receive the signal from the new location.


 


(i)            Should Affiliate wish to
receive the Pleasure Service from a Digital Provider, then Affiliate shall
notify Network in writing of Affiliate’s choice and of the identity of the
Digital Provider from whom Affiliate plans to receive the digital signal of the
Pleasure Service.  Network shall not have
any liability or obligations which may result from Affiliate’s Digital
Provider.  In no event shall any breach
or default or other failure to perform resulting for any reason caused by the
Digital Provider relieve Affiliate of


 


5

















 


Portions of this Exhibit have been redacted pursuant to
a request for confidential treatment under Rule 24b-2 of the General Rules and
Regulations under the Securities Exchange Act.  Omitted information,
marked “[***]” in this Exhibit, has been filed with the Securities and Exchange
Commission together with such request for confidential treatment.


 


Affiliate’s obligations under this Agreement,
including to pay the Pleasure Service Charge and to provide reports and records
as specified in this Agreement below.  In
the event Affiliate notifies a Digital Provider of a breach or other failure to
perform by the Digital Provider, Affiliate promptly shall notify Network in
writing, setting forth in reasonable detail the specifics of such breach or
failure to perform.


 


(ii)           In the event Affiliate
receives the Pleasure Service from a Digital Provider, it is expressly
understood that, in the event this Agreement is terminated, Network may
de-authorize the signals comprising the Pleasure Service without liability to Affiliate
or the Digital Provider.  However Network
shall make reasonable efforts to provide Affiliate with [***] prior written
notice of such de-authorization.


 


b.             Subject to the other
provisions of this Agreement, Network shall be permitted to scramble the
signals comprising the Pleasure Service as Network deems fit.  Network represents that such scrambling
technology will be of a type commonly used for cable television signals.  Should Network change to a scrambling
technology which would cause Affiliate to incur any expense in order to
continue to receive the Pleasure Service on any System then Affiliate may
terminate this Agreement unless Network agrees to provide the necessary
equipment to receive such alternate scrambled signal.


 


c.             Subject to Sections 4.a. and
4.b. above, Affiliate shall, at its own expense, obtain and install such earth
station receivers and other equipment as shall be necessary to enable the
Systems to receive, descramble and transmit and deliver to Demand Purchasers
the signals comprising the Pleasure Service. 
The video signals delivered to Demand Purchasers shall be securely
scrambled by the Systems.


 


d.             Network shall comply with
all applicable law, including without limitation intended, all law applicable
to the content of the Pleasure Service.


 


5.             USE OF THE PLEASURE SERVICE.


 


a.             Affiliate shall market,
transmit and deliver the Pleasure Service solely as a [***] service, in an
analog and/or digital format. 
Distribution of the Pleasure Service by Affiliate as a [***] service is
expressly prohibited.


 


b.             Affiliate shall not sell,
broadcast or otherwise authorize distribution of the Pleasure Service by any
person or entity for which Affiliate does not have a street address.


 


6

















 


Portions of this Exhibit have been redacted pursuant to
a request for confidential treatment under Rule 24b-2 of the General Rules and
Regulations under the Securities Exchange Act.  Omitted information,
marked “[***]” in this Exhibit, has been filed with the Securities and Exchange
Commission together with such request for confidential treatment.


 


c.             Affiliate shall comply with
all applicable law with respect to content inserted by Affiliate on the
Pleasure Service.


 


d.             Affiliate shall not
knowingly permit, and shall take reasonable precautions to prevent, any use of
the Pleasure Service by (i) subject to the provisions of Section 8
below, any party which is not paying as a [***] or (ii) any party which
[***], or to a commercial establishment or non-residential building (including,
without limitation, any restaurant, tavern, bar, club, fraternal organization,
hospital or correctional facility), other than a hotel or motel, or to any
communal room in an otherwise residential building (including without
limitation, any lobby or social room in an apartment house, dormitory or
similar place).


 


e.             Affiliate shall not
knowingly permit, and shall take reasonable precautions to prevent, any
unauthorized or unlawful use, reproduction, exhibition or distribution of any
part of the Pleasure Service or the Network Marks.  It shall be deemed an unauthorized exhibition
to knowingly allow the Pleasure Service to be exhibited in a hotel or motel
room on a [***] basis or on a [***] basis or to the occupants of an apartment
or other Unit which is not being charged a [***] fee for exhibition of the
Pleasure Service.


 


6.             PAYMENT TO NETWORK.


 


a.             Affiliate shall pay to
Network, with respect to each Billing Period, no later than [***] following the
expiration of such Billing Period, the “Pleasure Service Charge” calculated as
set forth below in this Agreement.


 


b.             Subject to Sections 7 and 8,
the Pleasure Service Charge for Demand Purchases, including hotel/motel
carriage, shall equal [***].


 


c.             The Pleasure Service Charge
for cable, MMDS, LMDS, OVS, and SMATV carriage shall be calculated as set forth
in this Agreement.  Affiliate shall
provide the Pleasure Service to [***] locations on a Demand Purchase basis
only.


 


d.             Revenues shall be considered
“earned” regardless of whether Affiliate collects payments due Affiliate from
any Demand Purchaser provided that Affiliate may issue consumer credits in
accordance with standard industry practices, which will not be considered as
part of earned revenue.


 


e.             Any amounts not paid by
Affiliate within [***] after the date due shall accrue interest at the lesser
rate of [***] percent ([***]%) per [***] or at the highest lawful rate,
compounded [***] from the date such amounts were first due until they are paid.


 


7

















 


Portions of this Exhibit have been redacted pursuant to
a request for confidential treatment under Rule 24b-2 of the General Rules and
Regulations under the Securities Exchange Act.  Omitted information,
marked “[***]” in this Exhibit, has been filed with the Securities and Exchange
Commission together with such request for confidential treatment.


 


f.              All payments required under
this paragraph 6 shall be via a check drawn on a United States bank account and
sent to Colorado Satellite Broadcasting at 5435 Airport Blvd., Boulder Colorado
80301.


 


7.             [***]


 


a.             [***]


 


b.             [***]


 


c.             Network shall provide on
[***] basis, within [***] of the end of each [***], during the term of this
Agreement, a certification executed by an executive officer of Network certifying
Network’s compliance with the provisions of this Section 7 for such [***].


 


8.             [***] SUBSCRIPTIONS AND CARRIAGE.


 


a.             Effective with the
commencement of the term of this Agreement, Affiliate is granted [***] Pleasure
Service subscriptions for its [***] and/or [***] (but not to [***] or [***])
each [***]; provided, [***] such subscriptions.


 


b.             On a System by System basis,
whenever a System distributes the Pleasure Service throughout [***] to any
Basic Subscribers in such System (“[***] Addressable Subscribers”), then no
Pleasure Service Charges shall be payable for Demand Purchases made by the
[***] Addressable Subscribers during the [***] of each such [***] period.  The benefits conferred by the preceding
sentence shall not accrue for more than [***] in any [***] period.


 


9.             REPORTS AND RECORDS (REGARDING
THE PLEASURE SERVICE).


 


a.             Affiliate shall provide,
from either its corporate, regional or System offices as determined by
Affiliate, the following information on a [***] basis during the entire term of
this Agreement (and thereafter for reports due after the term but relating to
periods during the term) within [***] after the conclusion of each [***] under
this Agreement:


 


(i)            the total number of such
Basic Subscribers who are capable of making a Demand Purchase on the first and
last [***] of each such [***]; and


 


(ii)           the total number of Demand
Purchases made by Affiliate’s Basic Subscribers during such entire [***].


 


b.             For each delivery method of
the Pleasure Service (cable, SMATV, MMDS, LMDS, and OVS) Affiliate shall supply
to Network, with


 


8

















 


Portions of this Exhibit have been redacted pursuant to
a request for confidential treatment under Rule 24b-2 of the General Rules and
Regulations under the Securities Exchange Act.  Omitted information,
marked “[***]” in this Exhibit, has been filed with the Securities and Exchange
Commission together with such request for confidential treatment.


 


payment of the Pleasure Service Charge and on
a form provided by Network, any information regarding the number of Demand
Purchases, Basic Subscribers, Units or other information reasonably necessary
to determine the amounts due Network from the Demand Purchases of the Pleasure
Service.  Notwithstanding the immediately
preceding sentence, it is agreed that Affiliate may use its standard form
instead of the Network form provided all of the information requested in this Section 9
is contained in said form.


 


c.             All of Affiliate’s and the
Systems’ records and accounts relating to the Pleasure Service shall be
available for inspection and copying and for audit by Network and its
representatives during normal business hours upon [***] prior written notice,
during the term of this Agreement and for [***] thereafter.  Any audit shall be limited to the [***] in
which the audit commences and the [***] immediately preceding that [***].  In addition, any claim arising from such
audit must be asserted by giving notice of the claim within [***] after
completion of the audit or is deemed waived.


 


d.             The Affiliate and each
System shall keep or cause to be kept at its address in the contiguous 48
States full, true, and accurate records from which the Pleasure Service Charges
payable by Affiliate may be accurately determined by an audit conducted in
accordance with generally accepted auditing principles (“Audit Records”).  All Audit Records shall be kept by the
Affiliate for at least [***] from the delivery to Network of the pertinent
[***] statements under Section 9 of this Agreement.


 


e.             If either (i) the
amount of the Pleasure Service Charge properly payable by the Affiliate, in any
period covered by such examination or audit, shall be found to be greater by
[***] percent ([***]%) or more than the Pleasure Service Charge shown due in
the Affiliate’s [***] statements under Section 9 of this Agreement for
such period of time, or (ii) the Affiliate fails to timely provide Network
with the required [***] statements for the period of time covered by an
examination or audit; then the reasonable costs and expenses of such
examination or audit (including reasonable travel and accommodation costs and
all reasonable disbursements) shall be payable by Affiliate within [***] after
a demand by Network, but otherwise such expenses shall be borne by Network.  Forthwith after Affiliate’s receipt of an
examination or audit report and in accordance therewith the Affiliate shall pay
to Network the difference between the Pleasure Service Charge paid and the
Pleasure Service Charge which should have been paid, together with interest
thereon from the date payment should have been made until the date payment is
made at the rate of interest provided for in Section 6(e) of this
Agreement.


 


9














 


Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations
under the Securities Exchange Act. 
Omitted information, marked “[***]” in this Exhibit, has been filed with
the Securities and Exchange Commission together with such request for
confidential treatment.


 


10.                                 PROMOTION,
MARKETING AND SALES AND TRADEMARK APPROVALS.


 


a.                                       Network shall
provide marketing and promotional advice and information as it deems necessary.


 


b.                                      Network shall
have the right to review and approve, in advance, any of Affiliate’s publicity
about the Pleasure Service.


 


c.                                       Affiliate has
not and will not acquire any proprietary rights in any of the Network Marks,
the Pleasure Service, the Pleasure Service programming or any trade names,
trademarks, service marks or logos associated with the Pleasure Service or its
programming by reason of this Agreement. 
Affiliate further acknowledges the great value of the goodwill
associated with the Network Marks, and that any additional goodwill in the
Network Marks which may be created through the use of the Network Marks by
Affiliate shall inure to the sole benefit of Network.  Affiliate may use the Network Marks only if
it is clear that the Network Marks used are service marks for the programs and
program services of Network which Affiliate distributes and such use shall be
in accordance with any further instructions that may be issued by Network from
time to time; provided, however, any use of any Network Mark that is not
consistent with prior approved uses requires the prior express written approval
of Network.  Affiliate shall submit any
initial use of the Network Marks to Network for Network’s prior written
approval at least [***] prior to their intended distribution; however, routine
materials such as channel line-up cards and billing inserts are deemed approved
provided they comply with Network’s reasonable written instructions and Network
does not express any reasonable objection to the use of the Network Marks.  Affiliate will not disseminate any material
that has not been approved by Network in accordance with the terms hereof.  Any such approval must be granted or withheld
within [***] of Network’s receipt of materials for approval.  Failure by Network to respond within [***] of
Network’s receipt of materials for approval will be deemed to constitute
approval of such materials, although any response for purposes of this
paragraph may be given telephonically.


 


11.                                 REPRESENTATIONS
AND WARRANTIES; INDEMNIFICATION.


 


a.                                       Network and
Affiliate each represent and warrant to the other that each has the requisite
power and authority to enter into this Agreement and to perform fully its
respective obligations hereunder, and that this Agreement has been duly
executed by it and constitutes a valid obligation enforceable against it in
accordance with the terms hereof.


 


b.                                      Network
represents and warrants to Affiliate that it will exercise [***] to assure that
the Pleasure Service as supplied to Affiliate pursuant to this Agreement, if
and when presented by Affiliate in the manner and at the times permitted in
this Agreement, will contain no unprivileged libelous or 


 


10

















 


Portions
of this Exhibit have been redacted pursuant to a request for confidential
treatment under Rule 24b-2 of the General Rules and Regulations under the
Securities Exchange Act.  Omitted
information, marked “[***]” in this Exhibit, has been filed with the Securities
and Exchange Commission together with such request for confidential treatment.


 


slanderous material and will not violate any
copyright, right of privacy or literary or dramatic right or any other right of
any person.


 


c.                                       With respect to
carriage of the Pleasure Service on a Demand Purchase basis:


 


(i)                                     Network
represents and warrants that it has, by the date this Agreement is fully
executed, applied for a “[***]” music performance license from each of the
major performing rights societies, ASCAP and BMI.  Network shall endeavor to obtain a “[***]”
music performance license from those organizations to the extent they make such
license available to Network on [***] terms.


 


(ii)                                  If ASCAP or BMI
refuses to make available to Network a “[***]” music performance license, or
offers such license on [***] terms, Network shall not be required to initiate
litigation to compel the music performing rights society(ies) to grant a “[***]”
music performance license.


 


(iii)                               If, due to a
court order or other governmental decree from a body of competent jurisdiction,
or as a result of one or more of ASCAP’s or BMI’s refusal to make available a “[***]”
license or failure to offer one on a [***] basis, such “[***]” license is not
available to Network, Network shall continue to maintain a license “[***]”
provided such license is available from ASCAP and/or BMI on [***] terms.


 


(iv)                              If and when
Network obtains a “[***]” music performance license, Network shall maintain
such license throughout the term of the Agreement, unless such license is no
longer available due to a court order or other governmental decree from a body
of competent jurisdiction or is no longer available on commercially reasonable
terms in which event Section 11.c.(iii) above shall apply.


 


d.                                      With respect to
carriage as a Demand Purchase service, Network will defend, indemnify, and hold
harmless the Affiliate for any breach of these representations and warranties.


 


e.                                       Under no
circumstances shall the Affiliate be responsible for any retroactive fees
related to music performing licenses.


 


f.                                         Subject to Section 11.h.,
Network shall indemnify, defend and forever hold Affiliate, its affiliated
corporations and other entities, partners, officers, directors, employees and
agents (collectively the “Indemnitees”) harmless from all liabilities, claims,
reasonable (to extent in Affiliate’s control) costs, damages and reasonable (to
extent in Affiliate’s control) 


 


11

















 


Portions
of this Exhibit have been redacted pursuant to a request for confidential
treatment under Rule 24b-2 of the General Rules and Regulations under the
Securities Exchange Act.  Omitted
information, marked “[***]” in this Exhibit, has been filed with the Securities
and Exchange Commission together with such request for confidential treatment.


 


expenses (including without limitation,
reasonable counsel fees) (collectively “Claims”) of third parties arising from (i) the
content of the Pleasure Service (including music), (ii) the distribution
of the Pleasure Service (including music) by Affiliate pursuant to this
Agreement, (iii) the breach by Network of any representation, warranty, or
agreement of Network hereunder, or (iv) the performance by Network
hereunder, and Affiliate shall indemnify, defend and hold harmless Network and
its Indemnitees from all Claims by any Demand Purchaser or any claim arising
out of any breach of the Affiliate’s or Systems’ obligations, representations
or warranties under this Agreement (except with respect to Claims relating to
the content of the Pleasure Service excluding, however, to the extent such
Claims arise out of distribution of the Pleasure Service to any person to whom
the Pleasure Service may not lawfully be sold); provided that in each case
where such indemnification is sought:


 


(i)                                     the Indemnitee
promptly notifies the indemnitor of the Claim to which the indemnification
relates;


 


(ii)                                  the indemnitor
shall control fully any litigation, compromise, settlement or other resolution
or disposition of such Claim and


 


(iii)                               the Indemnitee
fully cooperates at no expense to the Indemnitee with the reasonable requests
of the indemnitor in the indemnitor’s defense of such Claim.


 


g.                                      Notwithstanding
the above, Network’s indemnification of Affiliate will be valid in the event of
a prosecution or Claim involving an allegation of violation of the laws insofar
as the content of the Pleasure Service is concerned, only in the event each of
the following conditions is met:


 


(i)                                     Telephone
contact be made with Network at a number specified by Network.  Such telephone notification should be followed
with a letter containing copies of all papers that have been served and giving
complete information then available regarding the incident.


 


(ii)                                  Network shall
have the right to approve Affiliate’s choice of counsel and to determine in
advance the terms of retention.


 


(iii)                               Network will
assist in defended actions only and will not be responsible in cases where
there is any admission of guilt by anyone under control of Affiliate charged
with violation of the law as to the content of the Pleasure Service
programming.  Settlement or dismissal of
any case will not be allowed, except with Network’s prior written consent.


 


12

















 


Portions
of this Exhibit have been redacted pursuant to a request for confidential treatment
under Rule 24b-2 of the General Rules and Regulations under the Securities
Exchange Act.  Omitted information,
marked “[***]” in this Exhibit, has been filed with the Securities and Exchange
Commission together with such request for confidential treatment.


 


(iv)                              Affiliate shall
make no voluntary disclosure regarding support or lack thereof by Network under
this Section without Network’s consent.


 


h.                                      Notwithstanding
any other provision in this Agreement, Network shall not have any liability to
Affiliate or any other party with respect to any failure of Network and/or a
Digital Provider to deliver the Pleasure Service if such failure is due to any
malfunction or failure of the equipment or facilities of Network and/or the
Digital Provider and/or any third party, any action or claim by an third party,
any labor dispute or any other cause beyond Network’s and/or the Digital
Provider’s reasonable control.


 


i.                                          SUBJECT TO THE
PROVISIONS OF THIS SECTION 11 GOVERNING INDEMNIFICATION WITH RESPECT TO
CLAIMS ASSERTED AND PROCEEDINGS COMMENCED BY THIRD PARTIES, UNDER NO OTHER
CIRCUMSTANCES WHATSOEVER SHALL EITHER PARTY OR ANY AFFILIATE OR REPRESENTATIVE
OF EITHER PARTY BE LIABLE FOR ANY EXEMPLARY, OR CONSEQUENTIAL DAMAGES TO THE
OTHER PARTY (INCLUDING WITHOUT LIMITATION, ANY PAYMENT FOR FUTURE PROFITS OR
LOSS OF GOODWILL), WHETHER FORESEEABLE OR NOT, CLAIMS UNDER DEALER TERMINATION,
PROTECTION, NON-RENEWAL OR SIMILAR LAWS, FOR ANY CAUSE WHATSOEVER WHETHER OR
NOT CAUSED BY A PARTY’S NEGLIGENCE OR GROSS NEGLIGENCE, EXCLUDING ONLY ANY
CAUSED BY WILFUL MISCONDUCT.  UNDER NO
CIRCUMSTANCES SHALL ANY PROJECTIONS OR FORECASTS BY EITHER PARTY BE BINDING AS
COMMITMENTS OR PROMISES BY EITHER PARTY OR OTHERWISE GIVE RISE TO ANY
LIABILITY.


 


12.                                 TERM
OF AGREEMENT.


 


a.                                       The initial
term of this Agreement shall commence on [***] and shall end on [***].


 


b.                                      On the
expiration date of the initial term, this Agreement shall automatically be
renewed for successive [***] renewal terms unless:


 


(i)                                     Either party
gives the other party notice electing to terminate this Agreement, and such
notice is given at least [***] prior to the expiration of the then current
term; or


 


(ii)                                  This Agreement
has otherwise been terminated in accordance with its provisions.


 


13

















 


Portions
of this Exhibit have been redacted pursuant to a request for confidential
treatment under Rule 24b-2 of the General Rules and Regulations under the
Securities Exchange Act.  Omitted
information, marked “[***]” in this Exhibit, has been filed with the Securities
and Exchange Commission together with such request for confidential treatment.


 


c.                                       In addition to
any other remedies it may have in law or in equity, Network or Affiliate may
terminate this Agreement, by the giving the other at least [***] prior written
notice, in the event that the other party has breached any of its obligations
hereunder and such breach (which shall be specified in such notice) is not
cured by the applicable party within [***] after such notice is given.


 


13.                                 GOVERNING
LAW.  This agreement shall be
governed by and interpreted under the laws of the State of Delaware.


 


14.                                 ASSIGNMENT.  Except by operation of law, neither party
shall assign this Agreement without the express written consent of the other,
which consent shall not be unreasonably withheld, delayed or conditioned,
provided that, if, as a result of such assignment by Network the Pleasure
Service shall no longer be generally identified as “Pleasure” by or through the
use of the Network Marks thereon or the Pleasure Service shall no longer
include any “Pleasure-identified” programming, Affiliate may cancel this
Agreement on not less than [***] prior written notice.  It is acknowledged that this Agreement shall
be binding on all successors and assigns of both parties.  Notwithstanding the foregoing, Affiliate and
Network may assign this Agreement without consent to any parent, subsidiary, or
affiliated entity.  No assignment shall relieve
any party or guarantor from liability under this Agreement.


 


15.                                 NOTICES.  All notices, requests, demands, consents,
approvals, directions and other communications (collectively “Communications”)
provided for under this Agreement shall be in writing and be either delivered
by facsimile transmission (fax), with confirmed electronic receipt, or by means
of U. S. certified mail, return receipt requested; and, if to Affiliate, with a
copy to Affiliate’s General Counsel at Affiliate’s (not the Systems’) address
set forth on the first page of this Agreement, or, as to each party, at
such other address as shall be designated by such party in a written notice to
the other party.  All Communications
shall, when mailed or faxed, be deemed effective on the date which is three (3) business
days after deposited in the mail or on the date receipt of such fax is so
confirmed.  A copy of all Communications
addressed to Network shall be sent to the Network’s Director of Legal Affairs
at the Network’s address set forth on the first page of this Agreement.


 


16.                                 CONFIDENTIALITY.  Neither Network nor Affiliate shall disclose
to any third party (other than its respective employees, in their capacity as
such), any information with respect to the financial terms and provisions of
this Agreement or any financial information reported or required to be reported
to Network pursuant to 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 


 


14

















 


Portions
of this Exhibit have been redacted pursuant to a request for confidential
treatment under Rule 24b-2 of the General Rules and Regulations under the
Securities Exchange Act.  Omitted
information, marked “[***]” in this Exhibit, has been filed with the Securities
and Exchange Commission together with such request for confidential treatment.


 


such disclosure shall so notify the other and
shall seek confidential treatment of such information if confidential treatment
is available;


 


(ii)                                  as part of its
normal reporting or review procedure to its parent company, its auditors and
its attorneys, lenders and investment bankers, provided, however, that such
parent company, auditors, attorneys, lenders, and investment bankers agree in
writing to be bound by the provisions of this Section;


 


(iii)                               in order to
enforce its rights pursuant to this Agreement; and/or


 


(iv)                              to prospective
bona fide lenders, investment bankers, auditors, attorneys, purchasers, merger
parties, consolidation and other reorganization parties, provided, that such
prospective auditors, attorneys, lenders, investment bankers, purchasers,
merger parties, consolidation and other reorganization parties agree in writing
to be bound by the provisions of this Section.


 


17.                                 ADHERENCE
TO TELECOMMUNICATIONS ACT OF 1996.  By entering into this Agreement, Affiliate
agrees to comply with the Telecommunications Act of 1996 and Section 504
thereof.


 


18.                                 NON-INTERFERENCE.  Network shall not knowingly engage in any
direct mailing or telephone solicitation, for any purpose, to Affiliate’s Basic
Subscribers, unless such Basic Subscriber has previously initiated a
communication with Network or unless Affiliate consents in writing to any such
direct mailing or telephone solicitation; provided, however the foregoing shall
not apply to information obtained by Network or an affiliate of Network in
connection with sales of products or services other than the Pleasure Service.


 


In addition, Network shall
not engage in communications which adversely interfere with Affiliate’s government
or community relations, provided, however, that this provision shall not
prohibit Network from advertising or promoting the Pleasure Service or
responding to government inquiries, as long as any such advertising promotion,
or response does not voluntarily single out or target Affiliate in a negative
way. Notwithstanding anything to the contrary contained in this Agreement,
there shall be no cure period under Section 12.c. of this Agreement for
violation of this Section 18, and Network shall be in default hereunder if
it does not immediately cease and desist upon notice from Affiliate of any such
actual violation of the provisions of this Section 18.


 


19.                                 SIGNAL
DISTRIBUTION CAPACITY. 
Affiliate retains and reserves for each System any and all rights in and
to all signal distribution capacity contained within the bandwidth of the
Pleasure Service as received at each System, including, without limitation, the
vertical blanking interval (“VBI”) and audio subcarriers (and any other
portions of the bandwidth that have been created as a result of the Pleasure
Service’s use of digital technology). 
Nothing herein shall 


 


15

















 


Portions
of this Exhibit have been redacted pursuant to a request for confidential
treatment under Rule 24b-2 of the General Rules and Regulations under the
Securities Exchange Act.  Omitted
information, marked “[***]” in this Exhibit, has been filed with the Securities
and Exchange Commission together with such request for confidential treatment.


 


preclude Affiliate from exercising and
exploiting such rights by any means and in any locations freely and without
restriction; provided, however, that any such use by the Systems shall not
degrade, or otherwise interfere with, the picture quality of the Pleasure
Service or the audio portion of the Pleasure Service signal which is the
principal audio carrier frequency of the Pleasure Service (or its digital
equivalent).  The Pleasure Service shall
not use any portion of the bandwidth other than as provided herein without the
prior written consent of Affiliate, except that Network may use the VBI for
closed captioning for the hearing impaired and simulcast foreign language audio
or as required by applicable law.  Affiliate
shall not be obligated to distribute any material or information contained or
embedded in or around any portion of the primary video and/or audio feed
(whether analog or digital) provided to Affiliate (the “Signal”) for the
Pleasure Service that is not a part of the Pleasure Service programming
(including On-Air Promotions and Network Commercials in accordance with Section 3.d.
above).  Network further agrees that it
shall not embed any material or information into or around any portion of the
Signal that cannot be removed and/or blocked at any System headend.  Network agrees to provide Affiliate with at
least [***] prior written notice in the event that Network embeds any material
or information into or around any portion of the Signal.  Affiliate shall have the option to remove
and/or block any such material or information or distribute any such material
or information at no additional cost to Affiliate or Affiliate’s subscribers.


 


20.                                 NO
COORDINATION WITH THIRD PARTIES.  During the term of this Agreement, or in
connection with any extension, renewal or new agreement with respect to the
Pleasure Service, Network agrees that neither Network nor any party
controlling, controlled by or under common control with Network shall require
(or request that any third party require, or participate with or authorize any
third party to require) (i) any carriage or other obligations with respect
to the Pleasure Service as a condition to the receipt by any Affiliate system
of any broadcast television station or other cable programming service, or (ii) distribution
of, or agreement with, any broadcast station or cable programming service other
than the Pleasure Service or other adult service owned and operated by Network,
or agreement with any person or entity having a financial interest in any such
broadcast station or cable programming service, as a condition to receipt of
the Pleasure Service or as a condition to any more favorable rate, term or
condition with respect to the Pleasure Service. 
This provision shall survive the termination or expiration of this
Agreement for a period of five (5) years.


 


21.                                 BANKRUPTCY.  The parties acknowledge and agree that this
Agreement concerns as its material content a license of intellectual property
consisting of trade secrets and works of authorship protected under Title 17
of the United States Code.  Accordingly,
in the event that Network files a proceeding under the United States Bankruptcy
Code, 11 U.S.C. § 101, et. seg., and this Agreement is
determined to constitute an executory contract, the parties hereto agree that
Network is a licensor of a right to intellectual property under this Agreement,
and 


 


16

















 


Portions
of this Exhibit have been redacted pursuant to a request for confidential
treatment under Rule 24b-2 of the General Rules and Regulations under the
Securities Exchange Act.  Omitted
information, marked “[***]” in this Exhibit, has been filed with the Securities
and Exchange Commission together with such request for confidential treatment.


 


Affiliate shall have the rights afforded to a
licensee under Section 365(n)(1) of the Bankruptcy Code in the event
this Agreement is rejected in such bankruptcy case.  In such event, Affiliate shall have the right
to elect either to treat this Agreement as terminated by such rejection or
retain Affiliate’s rights under this Agreement as such rights existed
immediately before the commencement of the bankruptcy case.


 


22.                                 MISCELLANEOUS.


 


a.                                       Affiliate shall
pay and hold Network forever harmless from all taxes and any other charges now
or hereafter imposed upon Affiliate or the Systems or based upon the rental,
license, exhibition or possession for to or by Affiliate or the Systems of the
Pleasure Service or any part thereof other than income, gross receipts or
similar taxes on amounts paid to Network.


 


b.                                      This Agreement
constitutes the entire agreement between the parties hereto, and may not be
modified or changed except in a writing executed by all parties hereto.


 


d.                                      This Agreement
supersedes all prior agreements under which Network and Affiliate have been
operating (if written, whether fully executed or not, or oral).


 


e.                                       Each party
acknowledges that it is entering into this Agreement in reliance only upon the
provisions herein set forth, and not upon any covenants, representations,
warranties or other considerations not set forth in this Agreement.  The headings, captions and arrangements used
in this Agreement are, unless specified otherwise, for convenience of reference
only and shall not be deemed to limit, amplify or modify the terms of this
Agreement nor affect the meaning thereof.


 


f.                                         If this
Agreement is terminated for any reason, the parties shall nevertheless remain
liable for the fulfillment of all obligations which accrued prior to the
effective date of termination, including without limitation intended, payment
of all Pleasure Service Charges which accrued prior to the effective date of
termination.


 


g.                                      Either party
shall have the right to terminate this Agreement by giving notice of
termination if any of the following events or circumstances occur:  (i) the other party becomes insolvent,
or voluntary or involuntary bankruptcy, insolvency, receivership or similar
proceedings are instituted against the other party; (ii) the other party,
for more [***], fails to maintain operations as a going business; (iii) the
other party, or any officer, director, substantial shareholder or principal of
the other party is convicted in a court of competent jurisdiction of any
offenses substantially related to the business conducted by the other party in
connection with this Agreement; (iv) the other party fails to comply with
any applicable law, 


 


17

















 


Portions
of this Exhibit have been redacted pursuant to a request for confidential
treatment under Rule 24b-2 of the General Rules and Regulations under the
Securities Exchange Act.  Omitted
information, marked “[***]” in this Exhibit, has been filed with the Securities
and Exchange Commission together with such request for confidential treatment.


 


including without limitation such statutes,
laws, rules, regulations and orders enforced, administered, promulgated or
pronounced by the Federal Communications Commission or any successor agency, as
amended from time to time; (v) the other party falsifies any documents,
records or reports required under this Agreement; (vi) the other party
fails to renew, or loses, due to suspension, cancellation or revocation, for a
period of [***] or more, any license, permit or similar document or authority
required by law or any governmental authority having jurisdiction, that is
necessary to successfully carry out the provisions of this Agreement and/or to
maintain its corporate or other business status; (vii) the other party
makes any representation or promise to a third party directly related to the
Pleasure Service which is inconsistent with the representations or promises
that other party may appropriately make to such third party consistent with
this Agreement; or (viii) the other party commits any fraud, misrepresentation,
or illegal action of any sort in connection with this Agreement or any action
taken which is related to this Agreement.


 


h.                                      Termination
under Section (g) above shall be without prejudice to any other
rights or remedies that the party terminating this Agreement might have under
this Agreement, at law, in equity or otherwise.


 


i.                                          Regardless of
the nature and extent of the relationships between the Affiliate and the
Systems, the Affiliate shall be wholly responsible for each and every System’s
fulfillment of all of the obligations imposed upon the Affiliate by this
Agreement, and any conduct on the part of any System which would have violated
the provisions of this Agreement if the System were a party, shall be a breach
of this Agreement as if such System actually were a party to this Agreement
with whom the Affiliate were jointly and severally liable.


 


j.                                          If any party
engages an attorney in connection with any action or proceeding (including
arbitration and bankruptcy motions and proceedings, and any appeals from any
action or proceeding) to enforce or construe this Agreement, the prevailing
party in such action or proceeding shall be entitled to recover its reasonable
attorneys’ fees and disbursements, including without limitation intended and by
way of example only, the costs and expenses of discovery and expert
witnesses.  In the event different
parties are the prevailing parties on different issues, the attorneys’ fees and
disbursements shall be apportioned in proportion to the value of the issues
decided for and against the parties.


 


k.                                       The provisions
of Sections 2, 6, 9, 11, 15, 16, 20 and 22 of this Agreement shall survive
the expiration or earlier termination of this Agreement.


 


l.                                          No Basic
Subscriber shall be deemed to have any privity of contract or direct
contractual or other relationship with Network by virtue of this 


 


18

















 


Portions
of this Exhibit have been redacted pursuant to a request for confidential
treatment under Rule 24b-2 of the General Rules and Regulations under the
Securities Exchange Act.  Omitted
information, marked “[***]” in this Exhibit, has been filed with the Securities
and Exchange Commission together with such request for confidential treatment.


 


Agreement. 
No supplier of advertising or programming content or anything else
included in the Pleasure Service by Network shall be deemed to have any privity
of contract or direct contractual or other relationship with Affiliate by
virtue of this Agreement.


 


COMCAST PROGRAMMING


A DIVISION OF COMCAST CORPORATION


 


 


	
  By:

  	
  /s/ Alan S. Dannenbaum

  	
   

  
	
  Name:

  	
  Alan S. Dannenbaum

  	
   

  
	
  Title:

  	
  Vice President, Programming

  	
   

  



 


 


COLORADO SATELLITE BROADCASTING, INC.


 


 


	
  By:

  	
  /s/ Michael Weiner

  	
   

  
	
  Name:

  	
  Michael Weiner

  	
   

  
	
  Title:

  	
  Executive Vice President

  	
   

  



 


 


PARTIAL GUARANTY OF PERFORMANCE


 


New Frontier Media, Inc.,
a Colorado corporation (“NFM”), hereby guarantees the full performance of each
obligation of its wholly owned subsidiary Colorado Satellite Broadcasting, Inc.,
a Colorado corporation (“Network”), under Section 11 in the preceding
agreement, to the same extent as if NFM were the Network in the preceding
agreement, and waives any defense to the enforcement of this guaranty arising
out of the bankruptcy or insolvency of CSB, any change in the terms or conditions
of the preceding agreement, any extension of time for performance or similar
surety defense, and notice of acceptance of this guaranty.


 


NEW FRONTIER MEDIA, INC.


 


 


	
  By:

  	
  /s/ Michael Weiner

  	
   

  
	
  Name:

  	
  Michael Weiner

  	
   

  
	
  Title:

  	
  Executive Vice President

  	
   

  



 


19

















 


Portions of this Exhibit have been redacted
pursuant to a request for confidential treatment under Rule 24b-2 of the
General Rules and Regulations under the Securities Exchange Act. 
Omitted information, marked “[***]” in this Exhibit, has been filed with the
Securities and Exchange Commission together with such request for confidential
treatment.


 


ATTACHMENT A


 


LIST OF SYSTEMS


 

















 


ATTACHMENT B


 


PROGRAMMING SCHEDULE


 


[Programming Schedule by Time and Title Omitted]


 


[***]


 














 


Portions of this Exhibit have been redacted
pursuant to a request for confidential treatment under Rule 24b-2 of the
General Rules and Regulations under the Securities Exchange Act. 
Omitted information, marked “[***]” in this Exhibit, has been filed with the
Securities and Exchange Commission together with such request for confidential
treatment.


 


AMENDMENT ONE

TO THE PLEASURE SERVICE LICENSE AGREEMENT

BETWEEN

COLORADO SATELLITE BROADCASTING, INC.

AND

COMCAST CORPORATION


 


This amendment (“Amendment One”) amends the Pleasure Service License
Agreement dated November 16, 2000, and all attachments, riders and
addendums thereto (collectively the “Agreement”), between Colorado Satellite
Broadcasting, Inc. (“CSB”) and Comcast Programming, a division of Comcast
Corporation (n/k/a Comcast Holdings Corporation), a Pennsylvania corporation
with offices at 1500 Market Street, Philadelphia, Pennsylvania 19102-2148.


 


Whereas, Comcast Holdings Corporation hereby assigns the Agreement to
Comcast Cable Communications, LLC (“Affiliate”); and


 


Whereas, the parties desire to allow the Agreement to apply, at
Affiliate’s discretion, to other pay-per-view services provided by CSB;


 


Now, therefore, the parties hereby agree to amend the Agreement as
follows:


 


1.     Additional
Services


The term “Pleasure Service”
and/or “Service” shall, in addition to referring to CSB’s pay-per-view service
currently known as “Pleasure,” also shall mean and refer to each of those CSB
pay-per-view services currently known as TENTM,
TENClipsTM,
TENBlueTM, and
TENBloxTM (the “Additional Services”), to the extent
each such Additional Service, respectively, is distributed by Affiliate, for
all purposes of the Agreement other than Section 8, Free Subscriptions and
Carriage, and those other Sections that pertain to determination of the fees
related to the Pleasure Service.  All
programming broadcasts on the Additional Services will be in the “[***] Editing
Standard” which depicts [***] and [***] situations and [***] among consenting
adults.  These Services do not depict [***].  These Services are [***] (or [***]) to the
degree of explicitness of programming currently featured on the competing adult
services such as [***].


 


2.     TENTM,
TENClipsTM,
TENBlueTM,
and TENBloxTM Rates


Demand Purchase Rates:  For carriage of any of the Additional
Services, Affiliate shall pay [***]. 


 


3.     System Qualifications


The second sentence of Section 1
is hereby deleted in its entirety and replaced by the following:  “Affiliate represents and warrants that all
Systems are at least [***]


 

















 


Portions of this Exhibit have been redacted
pursuant to a request for confidential treatment under Rule 24b-2 of the
General Rules and Regulations under the Securities Exchange Act. 
Omitted information, marked “[***]” in this Exhibit, has been filed with the
Securities and Exchange Commission together with such request for confidential
treatment.


 


percent ([***]%) owned by or
are managed by Affiliate or an entity controlling, controlled by, or under
common control with Affiliate.”


 


4.     System Technologies


Notwithstanding anything to
the contrary contained in the Agreement, Affiliate shall have the right to
distribute the Service via any technology, now existing or hereafter created,
used by a System to deliver the Service to Basic Subscribers.


 


5.     Notice


The address listed for CSB
in Section 6(f) shall be changed to:

7007 Winchester Circle

Suite 200

Boulder, Colorado 80301


 


Capitalized terms used in this Amendment One and not otherwise defined
herein shall have the respective meanings ascribed to such terms in the
Agreement.  To the extent that this
Amendment One contains additional terms or terms that conflict with the
Agreement, the terms of this Amendment One shall control.  Other than the addition of the changes above,
the terms and conditions of the Agreement remain unchanged and in full force
and effect.  The Effective Date of this
Amendment One is February 28, 2005.


 


	
  Comcast Holdings Corporation

  	
   

  
	
  Comcast Cable Communications, LLC

  	
  Colorado Satellite Broadcasting, Inc.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Alan S. Dannenbaum

  	
   

  	
  By:

  	
  /s/ Karyn Miller

  
	
  Name:

  	
  Alan S. Dannenbaum

  	
   

  	
  Name:

  	
  Karyn Miller

  
	
  Title:

  	
  Senior Vice President Programming

  	
   

  	
  Title:

  	
  CFO

  



 


2