NEW FRONTIER MEDIA INC /CO/
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>s15-3150_ex103.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
                             Colorado Satellite Broadcasting Inc. - T70112100-02
                                                            Amendment Number Two

                                                                        10-17-02
                                                                     Page 1 of 1


                                                    T70112100 - 02

                              AMENDMENT NUMBER TWO

                                     TO THE

                                AGREEMENT BETWEEN

                      COLORADO SATELLITE BROADCASTING INC.

                                       AND

                                LORAL SKYNET(R)1

                     CONCERNING SKYNET SPACE SEGMENT SERVICE

On this 17th day of October, 2002, this amendment number two ("Amendment Number
Two") is made between Colorado Satellite Broadcasting Inc., a corporation
organized and existing under the laws of the State of Colorado and having its
place of business at 7007 Winchester Circle, Suite 200, Boulder, CO 80301
(hereinafter referred to as "CUSTOMER", which expression shall include its
successors and permitted assigns), and Loral Skynet, a division of Loral
SpaceCom Corporation, a corporation organized and existing under the laws of the
State of Delaware, and having a place of business at 500 Hills Drive,
Bedminster, New Jersey 07921 (hereinafter referred to as "SKYNET", which
expression shall include its successors and permitted assigns).

                                   WITNESSETH:

WHEREAS, on January 24, 2002 CUSTOMER and SKYNET entered into an Agreement for
SKYNET C-Band space segment service on the Telstar 7 satellite;

WHEREAS, on February 7, 2002, SKYNET and CUSTOMER amended the aforementioned
Agreement for space segment capacity on the Telstar 7 satellite; and

WHEREAS, CUSTOMER and SKYNET now desire to further amend the aforementioned
Agreement;

NOW, THEREFORE, CUSTOMER and SKYNET, in consideration of the mutual covenants
expressed herein, agree as follows:



------------------------------------------------------------------
1 SKYNET(R)and its logo are registered trademarks of Loral SpaceCom Corporation

                            LORAL SKYNET PROPRIETARY
<PAGE>


1.   Section 1.1 of the Agreement is hereby deleted in its entirety and replaced
     with the following:

           1.1(a) SKYNET offers and CUSTOMER hereby orders satellite space
                  segment service from February 1, 2002 through and including
                  December 31, 2002. Such service consists of Non-Preemptible,
                  C-Band satellite space segment capacity, consisting of 9.5 MHz
                  of power equivalent bandwidth ("PEB") on a full-time basis via
                  the Telstar 7 satellite (the "Serving Satellite"), located at
                  129(Degree) W.L., along with Telemetry, Tracking and Control
                  ("TT&C"), and maintenance of the satellite used to provide the
                  space segment capacity (collectively, the "Service" or
                  "Services").

           1.1(b)SKYNET offers and CUSTOMER hereby orders satellite space
                  segment service from January 1, 2003 through and including
                  December 31, 2005. Such service consists of Non-Preemptible,
                  C-Band satellite space segment capacity, consisting of 20.5
                  MHz of power equivalent bandwidth ("PEB") on a full-time basis
                  via the Telstar 7 satellite (the "Serving Satellite"), located
                  at 129(Degree) W.L., along with Telemetry, Tracking and
                  Control ("TT&C"), and maintenance of the satellite used to
                  provide the space segment capacity (collectively, the
                  "Service" or "Services").

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

2.  RATE AND TERM OF SERVICE

    CUSTOMER shall pay a monthly rate for the Service as set forth in the
following table:

<TABLE>
<CAPTION>
                                                              Monthly Rate Per
           Quantity         Service             Satellite         Term             Space Segment
           --------------------------------------------------------------------------------------
<S>        <C>               <C>               <C>            <C>                 <C>
           1 (one)           9.5 MHz           Telstar 7       2-1-02- 12-31-02       $
            C-24             Non-Preemptible

                                Transitioning to

           1 (one)           20.5 MHz          Telstar 7       1-1-03- 12-31-05*      $
             C-24            Non-Preemptible
</TABLE>

           *  Subject to availability, CUSTOMER has the option to extend their
              Service as described in Section 1 ("SKYNET SERVICES") and at the
              then effective rate described in Section 2 ("RATE AND TERM OF
              SERVICE") for not more than two (2) years. CUSTOMER may exercise
              such option by giving SKYNET written notice of CUSTOMER's
              intention to extend their Service no later than June 30, 2005.


                            LORAL SKYNET PROPRIETARY

<PAGE>

Except as specifically amended hereby, the Agreement shall remain in full force
and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties hereto have entered into this Amendment Number
Two as of the day and year first above written, and agree to the terms and
conditions set forth herein.

COLORADO SATELLITE                                  LORAL SKYNET, A DIVISION OF
BROADCASTING INC.                                   LORAL SPACECOM
                                                    CORPORATION

By   /s/ Larry Harmon                               By:  /s/ R.J. De Martini
----------------------                              ----------------------------
Print:  Larry Harmon                                Print: R.J. DeMartini


Title  VP Technology                                Title: Director,  Contracts
----------------------                              ----------------------------
Date: October 28, 2002                              Date:  October 28, 2002







                            LORAL SKYNET PROPRIETARY

</TEXT>
</DOCUMENT>
