NEW FRONTIER MEDIA, INC. 2007 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT

EXHIBIT 99 .2

NEW FRONTIER MEDIA, INC. 2007 STOCK INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

THIS AGREEMENT is entered by and between New Frontier Media, Inc. (the “Company”), and the above named Participant (“Participant”), who is an Employee of the Company or an Affiliate thereof.

The Company and Participant agree as follows:

1.           PRECEDENCE OF PLAN. This Agreement is subject to and shall be construed in accordance with the terms and conditions of the New Frontier Media, Inc. 2007 Stock Incentive Plan (the “Plan”), as now or hereinafter in effect. Any capitalized terms that are used in this Agreement without being defined and that are defined in the Plan shall have the meaning specified in the Plan.

2.           GRANT OF OPTION . Participant is hereby granted an Incentive Stock Option, within the meaning of Code Section 422 (the “Option”), to purchase Common Stock of the Company pursuant to the Plan. The number of shares as to which the Option is granted, the purchase price per share, and the expiration date of such Option are set forth below:

*Unless sooner terminated as provided in the Plan, the Option shall expire and terminate on the expiration date, and in no event shall the Option be exercisable after that date.

3.           TIME OF EXERCISE . The Option granted hereby shall become vested in and exercisable by Participant in the installments, on the dates and subject to the conditions set forth in the vesting schedule above; provided, however, that Participant must have been in Continuous Service from the date of grant of the Option until the date specified in the vesting schedule or until the conditions specified in the vesting schedule have been satisfied.

4.           MANNER OF EXERCISE . Except as provided in this Agreement, the Option shall be exercisable, in whole or in part, from time to time, in the manner determined by the Company as provided in Section 7.2 of the Plan. The Company may require, as a condition to exercise, execution

and submission of an Exercise Agreement (in the form requested by the Company) which shall state the election to exercise the Option, the elected exercise date and the number of shares as to which the Option is to be exercised. The Exercise Agreement shall be signed by Participant and shall be delivered in person, by e-mail or by mail to the Company, and shall be deemed received by the Company when actually received by the representative of the Administrator if delivered in person or be e-mail, and as of the third calendar day following dispatch if mailed or the date of actual receipt by the Company if earlier.

5.           FOR USE AT DISCRETION OF PLAN ADMINISTRATOR. [ VESTING UPON CHANGE IN CONTROL . Choose one of the following options (or delete this paragraph): Option 1. [Upon a Change in Control, this Option shall become fully and immediately vested and exercisable.] Option 2. [Upon the occurrence of a Change in Control followed by a Termination Event of Participant within 12 months of such Change in Control, this Award shall become fully and immediately vested and exercisable. “Termination Event” means, as determined by the Plan Administrator in its sole discretion, and as initiated by the Company: (i) a material reduction in Participant’s responsibilities, authorities or duties, without regard to any change in title; (ii) an involuntary termination of Participant’s Continuous Service or an elimination of Participant’s job, each, by the Company and other than by reason of promotion or termination for Cause; (iii) a material reduction in Participant’s base salary, except in the event of an across-the-board salary reduction for all executive officers; or (iv) a required relocation of Participant’s office outside of a 50-mile radius of the Company’s current location (or such other location as Participant regularly performs Continuous Service, as applicable), without Participant’s written consent.]

6.           NONTRANSFERABILITY OF OPTION . The Option may not be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, and shall not be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or an Affiliate. Except as otherwise provided by the Plan Administrator, no Award shall be assigned, transferred, or otherwise disposed of by a Participant for value other than by will or the laws of descent and distribution. Any permitted transfer shall be subject to the condition that the Plan Administrator receive evidence satisfactory to it that the transfer is being made for estate or tax planning or securities compliance purposes and on a basis consistent with the Company’s lawful issue of securities.

(a)         Withholding . Participant shall reimburse the Company, in cash or by certified or bank cashier’s check, for any federal, state or local taxes required by law to be withheld with respect to the exercise of the Option or resulting from a disqualifying disposition described in Code Section 422(a). The Company shall have the right to deduct from any salary or other payments to be made to Participant any federal, state or local taxes required by law to be so withheld. The Company’s obligation to deliver a certificate representing the Common Stock acquired upon exercise of the Option is subject to the payment by Participant of any applicable federal, state and local withholding tax.

(b)         Amendment . Subject to the terms and conditions of the Plan, the Plan Administrator may modify, extend or renew the Option (provided the extension or renewal is to a date no later than the earlier of the latest date upon which the Option could have expired by its original terms or the 10th anniversary of the original date of grant), or accept the surrender of the Option to the extent not theretofore exercised and authorize the granting of new Options in substitution therefore, except that no such action shall diminish or impair the rights under the Option without the consent of Participant.

(c)         Receipt of Plan . By entering into this Agreement, Participant acknowledges (i) that he or she has received and read a copy of the Plan, and (ii) that this Agreement is subject to and shall be construed in accordance with the terms and conditions of the Plan, as now or hereinafter in effect.

(d)         Legends . Certificates representing Common Stock acquired upon exercise of this Option may contain such legends and transfer restrictions as the Company shall deem reasonably necessary or desirable, including, without limitation, legends restricting transfer of the Common Stock until there has been compliance with federal and state securities laws and until Participant or any other holder of the Common Stock has paid the Company such amounts as may be necessary in order to satisfy any withholding tax liability of the Company resulting from a disqualifying disposition described in Code Section 422(a).

(e)         Not an Employment Contract . This Agreement is not an employment contract and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on the part of Participant to remain in the Continuous Service of the Company, or of the Company to continue Participant in the Continuous Service of the Company.

(f)          Effect on Employee Benefits . Participant agrees that the Award will constitute special incentive compensation that will not be taken into account as “salary” or “compensation” or “bonus” in determining the amount of any payment under any pension, retirement, profit sharing or other remuneration plan of the Company unless so provided in such plan.

(g)         Confidentiality of Information . By entering into this Agreement, Participant acknowledges that the information regarding the grant of Options contained herein is confidential and may not be shared with anyone other than Participant’s immediate family and personal financial advisor.

(h)         Specific Enforcement . Because of the unique value of the Stock, in addition to any other remedies that the Company may have upon the breach of the agreements contained herein, the obligations of Participant shall be specifically enforceable.

(i)          Costs of Enforcement . In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party of such litigation, as determined by any court of competent jurisdiction in a final judgment or decree, shall pay the successful party or parties all costs, expenses and reasonable attorneys’ fees incurred therein by such party or parties (including without limitation such costs, expenses and fees on any appeals), and if such successful party shall recover judgment in any action or proceeding, such costs, expenses and attorneys’ fees shall be included as part of the judgment.

(j)          Further Action . The parties agree to execute such further instruments and to take such further action as reasonably may be necessary to carry out the intent of this Agreement.

(k)         Interpretation . The interpretations and constructions of any provision of and determinations on any question arising under the Plan or this Agreement shall be made by the Plan Administrator, and all such interpretations, constructions and determinations shall be final and conclusive as to all parties. This Agreement, as issued pursuant to the Plan, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof. This Agreement may be executed in counterparts, all of which shall be deemed to be one and the same instrument, and it shall be sufficient for each party to have executed at least one, but not

necessarily the same, counterpart. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement in any way.

(l)          Assignment . This Agreement shall be binding upon the parties and their respective legal representatives, beneficiaries, successors and assigns.

(m)        Notices . All notices or other communications that are required to be given or may be given to either party pursuant to the terms of this Agreement shall be in writing and shall be delivered personally or by registered or certified mail, postage prepaid, to the address of the parties as set forth following the signature of such party. Notice shall be deemed given on the date of delivery in the case of personal delivery or on the delivery or refusal date as specified on the return receipt in the case of registered or certified mail. Either party may change its address for such communications by giving notice thereof to the other party in conformity with this section.

(n)         Governing Law and Venue . This Agreement and the rights and obligations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of Colorado without regard to conflicts of laws principles. Resolution of any disputes under this Agreement shall only be held in courts in Boulder County, Colorado, and the parties expressly consent to personal jurisdiction in courts in Boulder County, Colorado and waive any objections to such jurisdiction.

The Company by a duly authorized officer of the Company and Participant have executed this Agreement on                                               , effective as of the date of grant.

NEW FRONTIER MEDIA, INC. 2007 STOCK INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

THIS AGREEMENT is entered by and between New Frontier Media, Inc. (the “Company”), and the above named Participant (“Participant”), who is an Employee [or a Director] of the Company or an Affiliate thereof.

The Company and Participant agree as follows:

1.           PRECEDENCE OF PLAN. This Agreement is subject to and shall be construed in accordance with the terms and conditions of the New Frontier Media, Inc. 2007 Stock Incentive Plan (the “Plan”), as now or hereinafter in effect. Any capitalized terms that are used in this Agreement without being defined and that are defined in the Plan shall have the meaning specified in the Plan.

2.           GRANT OF OPTION . Participant is hereby granted a Nonqualified Stock Option (the “Option”) to purchase Common Stock of the Company pursuant to the Plan. The Option is not intended to qualify as an Incentive Stock Option within the meaning of Code Section 422. The number of shares as to which the Option is granted, the purchase price per share, and the expiration date of such Option are set forth below:

*Unless sooner terminated as provided in the Plan, the Option shall expire and terminate on the expiration date, and in no event shall the Option be exercisable after that date.

3.           TIME OF EXERCISE . The Option granted hereby shall become vested in and exercisable by Participant in the installments, on the dates and subject to the conditions set forth in vesting schedule above; provided, however, that Participant must have been in Continuous Service from the date of grant of the Option until the date specified in the vesting schedule or until the conditions specified in the vesting schedule have been satisfied.

4.           MANNER OF EXERCISE . Except as provided in this Agreement, the Option shall be exercisable, in whole or in part, from time to time, in the manner determined by the Company as provided in Section 7.2 of the Plan. The Company may require, as a condition to exercise, execution and submission of an Exercise Agreement (in the form requested by the Company) which shall state

the election to exercise the Option, the elected exercise date and the number of shares as to which the Option is to be exercised. The Exercise Agreement shall be signed by Participant and shall be delivered in person, by e-mail or by mail to the Company, and shall be deemed received by the Company when actually received by the representative of the Administrator if delivered in person or be e-mail, and as of the third calendar day following dispatch if mailed or the date of actual receipt by the Company if earlier.

5.           FOR USE AT DISCRETION OF PLAN ADMINISTRATOR. [ VESTING UPON CHANGE IN CONTROL . Choose one of the following options (or delete this paragraph): Option 1. [Upon a Change in Control, this Option shall become fully and immediately vested and exercisable.] Option 2. [Upon the occurrence of a Change in Control followed by a Termination Event of Participant within 12 months of such Change in Control, this Award shall become fully and immediately vested and exercisable. “Termination Event” means, as determined by the Plan Administrator in its sole discretion, and as initiated by the Company: (i) a material reduction in Participant’s responsibilities, authorities or duties, without regard to any change in title; (ii) an involuntary termination of Participant’s Continuous Service or an elimination of Participant’s job, each, by the Company and other than by reason of promotion or termination for Cause; (iii) a material reduction in Participant’s base salary, except in the event of an across-the-board salary reduction for all executive officers; or (iv) a required relocation of Participant’s office outside of a 50-mile radius of the Company’s current location (or such other location as Participant regularly performs Continuous Service, as applicable), without Participant’s written consent.]

6.           NONTRANSFERABILITY OF OPTION . The Option may not be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, and shall not be subject to any lien, obligation, or liability of such Participant to any other party other than the Company or an Affiliate. Except as otherwise provided by the Plan Administrator, no Award shall be assigned, transferred, or otherwise disposed of by a Participant for value other than by will or the laws of descent and distribution. Any permitted transfer shall be subject to the condition that the Plan Administrator receive evidence satisfactory to it that the transfer is being made for estate or tax planning or securities compliance purposes and on a basis consistent with the Company’s lawful issue of securities.

(a)         Withholding . Participant shall reimburse the Company, in cash or by certified or bank cashier’s check, for any federal, state or local taxes required by law to be withheld with respect to the exercise of the Option. The Company shall have the right to deduct from any salary or other payments to be made to Participant any federal, state or local taxes required by law to be so withheld. The Company’s obligation to deliver a certificate representing the Common Stock acquired upon exercise of the Option is subject to the payment by Participant of any applicable federal, state and local withholding tax.

(b)         Amendment . Subject to the terms and conditions of the Plan, the Plan Administrator may modify, extend or renew the Option (provided the extension or renewal is to a date no later than the earlier of the latest date upon which the Option could have expired by its original terms or the 10th anniversary of the original date of grant), or accept the surrender of the Option to the extent not theretofore exercised and authorize the granting of new Options in substitution therefore, except that no such action shall diminish or impair the rights under the Option without the consent of Participant.

(c)         Receipt of Plan . By entering into this Agreement, Participant acknowledges (i) that he or she has received and read a copy of the Plan and (ii) that this Agreement is subject to and shall be construed in accordance with the terms and conditions of the Plan, as now or hereinafter in effect.

(d)         Legends . Certificates representing Common Stock acquired upon exercise of this Option may contain such legends and transfer restrictions as the Company shall deem reasonably necessary or desirable, including, without limitation, legends restricting transfer of the Common Stock until there has been compliance with federal and state securities laws and until Participant or any other holder of the Common Stock has paid the Company such amounts as may be necessary in order to satisfy any withholding tax liability of the Company.

(e)         Not an Employment Contract . This Agreement is not an employment contract and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on the part of Participant to remain in the Continuous Service of the Company, or of the Company to continue Participant in the Continuous Service of the Company.

(f)          Effect on Employee Benefits . Participant agrees that the Award will constitute special incentive compensation that will not be taken into account as “salary” or “compensation” or “bonus” in determining the amount of any payment under any pension, retirement, profit sharing or other remuneration plan of the Company unless so provided in such plan.

(g)         Confidentiality of Information . By entering into this Agreement, Participant acknowledges that the information regarding the grant of Options contained herein is confidential and may not be shared with anyone other than Participant’s immediate family and personal financial advisor.

(h)         Specific Enforcement . Because of the unique value of the Stock, in addition to any other remedies that the Company may have upon the breach of the agreements contained herein, the obligations of Participant shall be specifically enforceable.

(i)          Costs of Enforcement . In any action at law or in equity to enforce any of the provisions or rights under this Agreement, the unsuccessful party of such litigation, as determined by any court of competent jurisdiction in a final judgment or decree, shall pay the successful party or parties all costs, expenses and reasonable attorneys’ fees incurred therein by such party or parties (including without limitation such costs, expenses and fees on any appeals), and if such successful party shall recover judgment in any action or proceeding, such costs, expenses and attorneys’ fees shall be included as part of the judgment.

(j)          Further Action . The parties agree to execute such further instruments and to take such further action as reasonably may be necessary to carry out the intent of this Agreement.

(k)         Interpretation . The interpretations and constructions of any provision of and determinations on any question arising under the Plan or this Agreement shall be made by the Plan Administrator, and all such interpretations, constructions and determinations shall be final and conclusive as to all parties. This Agreement, as issued pursuant to the Plan, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof. This Agreement may be executed in counterparts, all of which shall be deemed to be one and the same instrument, and it shall be sufficient for each party to have executed at least one, but not

necessarily the same, counterpart. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement in any way.

(l)          Assignment . This Agreement shall be binding upon the parties and their respective legal representatives, beneficiaries, successors and assigns.

(m)        Notices . All notices or other communications that are required to be given or may be given to either party pursuant to the terms of this Agreement shall be in writing and shall be delivered personally or by registered or certified mail, postage prepaid, to the address of the parties as set forth following the signature of such party. Notice shall be deemed given on the date of delivery in the case of personal delivery or on the delivery or refusal date as specified on the return receipt in the case of registered or certified mail. Either party may change its address for such communications by giving notice thereof to the other party in conformity with this section.

(n)        Governing Law and Venue . This Agreement and the rights and obligations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of Colorado without regard to conflicts of laws principles. Resolution of any disputes under this Agreement shall only be held in courts in Boulder County, Colorado, and the parties expressly consent to personal jurisdiction in courts in Boulder County, Colorado and waive any objections to such jurisdiction.

The Company by a duly authorized officer of the Company and Participant have executed this Agreement on                                               , effective as of the date of grant.

NEW FRONTIER MEDIA, INC. 2007 STOCK INCENTIVE PLAN

STOCK OPTION EXERCISE AGREEMENT

This Stock Option Exercise Agreement (“Agreement”) is made and entered into as of the date set forth above by and between New Frontier Media, Inc., a Colorado corporation (the “Company”), and the purchaser named below (the “Purchaser”).

1.           PRECEDENCE OF PLAN. This Agreement is subject to and shall be construed in accordance with the terms and conditions of the New Frontier Media, Inc. 2007 Stock Incentive Plan (the “Plan”), as now or hereinafter in effect. Any capitalized terms that are used in this Agreement without being defined and that are defined in the Plan shall have the meaning specified in the Plan.

2.           EXERCISE . Pursuant to exercise of that certain option (the “Option”) granted to Purchaser under the Plan and subject to the terms and conditions of this Agreement, Purchaser hereby purchases from the Company, and the Company hereby sells to Purchaser, the total number of shares of Common Stock set forth above (the “Shares”), at the exercise price per share set forth above (the “Exercise Price”).

3.           DELIVERIES BY PURCHASER . Purchaser shall cause to be delivered to the Company this Agreement and the Exercise Price and payment or other provision for any applicable tax obligations. Purchaser shall provide such additional documents as the Company may require pursuant to the terms of the Plan, and if this exercise relates to an incentive stock option, notification to the Company within fifteen (15) days after the date of any disposition of any Shares that occurs within two (2) years after the date of grant of the Option to which this Agreement relates or within one (1) year after such Shares are issued, along with payment or other provision for any applicable tax obligations resulting from such disqualifying disposition.

4.           DELIVERIES BY THE COMPANY . Upon its receipt of the Exercise Price, payment or other provision for any applicable tax obligations and all the documents to be executed and delivered by Purchaser to the Company, the Company will issue a duly executed stock certificate evidencing the Shares in the name of Purchaser or such other entity identified above.

5.           REPRESENTATIONS AND WARRANTIES OF PURCHASER . Purchaser represents and warrants to the Company that:

(a)         Agrees to Terms of the Plan . Purchaser has received a copy of the Plan and the Option Agreement, has read and understands the terms of the Plan, the Option Agreement and this Agreement, and agrees to be bound by their terms and conditions. Purchaser acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the Shares, and that Purchaser should consult a tax adviser prior to such exercise or disposition.

(b)         Access to Information . Purchaser has had access to all information regarding the Company and its present and prospective business, assets, liabilities and financial condition that Purchaser reasonably considers important in making the decision to purchase the Shares, and Purchaser has had ample opportunity to ask questions of the Company’s representatives concerning such matters and this investment.

(c)         Understanding of Risks . Purchaser has received and reviewed the Plan and is fully aware of: (i) the highly speculative nature of the investment in the Shares; (ii) the financial hazards involved; (iii) the qualifications and backgrounds of the management of the Company; and (iv) the tax consequences of investment in the Shares. Purchaser is capable of evaluating the merits and risks of this investment, has the ability to protect Purchaser’s own interests in this transaction and is financially capable of bearing a total loss of this investment.

6.           COMPLIANCE WITH SECURITIES LAWS . Purchaser understands and acknowledges that the exercise of any rights to purchase any Shares is expressly conditioned upon compliance with the Securities Act and all applicable state securities laws. Purchaser agrees to cooperate with the Company to ensure compliance with such laws.

(a)         No Transfer Unless Registered or Exempt . Purchaser understands that Purchaser may not transfer any Shares except when such Shares are registered under the Securities Act or qualified under applicable state securities laws or unless, in the opinion of counsel to the Company, exemptions from such registration and qualification requirements are available. Purchaser understands that only the Company may file a registration statement with the SEC and that the Company is under no obligation to do so with respect to the Shares, and may withdraw any such registration statement at any time after filing. Purchaser has also been advised that exemptions from registration and qualification may not be available or may not permit Purchaser to transfer all or any of the Shares in the amounts or at the times proposed by Purchaser.

(b)         SEC Rule   144 . If Purchaser is an “affiliate” for purposes of Rule 144 promulgated under the Securities Act, then in addition, Purchaser has been advised that Rule 144 requires that the Shares be held for a minimum of one (1) year, and in certain cases two (2) years, after they have been purchased and paid for (within the meaning of Rule 144). Purchaser understands that Rule 144 may indefinitely restrict transfer of the Shares so long as Purchaser remains an “affiliate” of the Company or if “current public information” about the Company (as defined in Rule 144) is not publicly available.

(c)         Legends . Purchaser understands and agrees that the Company will place any legends that may be required by state or U.S. Federal securities laws, the Company’s Certificate of Incorporation or Bylaws, any other agreement between Purchaser and the Company or, subject to the assent of the Company, any agreement between Purchaser and any third party.

(d)         Stop-Transfer Instructions . Purchaser agrees that, to ensure compliance with any restrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(e)         Refusal to Transfer . The Company will not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares have been so transferred.

(a)         Withholding . Purchaser shall reimburse the Company, in cash or by certified or bank cashier’s check, for any federal, state or local taxes required by law to be withheld with respect to the exercise of the Option. The Company shall have the right to deduct from any salary or other payments to be made to Purchaser any federal, state or local taxes required by law to be so withheld. The Company’s obligation to deliver a certificate representing the Common Stock acquired upon exercise of the Option is subject to the payment by Purchaser of any applicable federal, state and local withholding tax.

(b)         Amendment . Subject to the terms and conditions of the Plan, the Company may modify this Agreement, except that no such action shall diminish or impair the rights under the Option without the consent of Purchaser.

(c)         Indemnification . Purchaser shall indemnify and hold harmless the Company and its officers, directors, shareholders and agents from and against all losses, claims, damages, liabilities, costs and expenses arising out of or related to any sale or transfer of Shares by such person, whether or not permitted under this Agreement.

(d)         Rights of a Shareholder . Subject to the terms and conditions of this Agreement, Purchaser will have all of the rights of a shareholder of the Company with respect to the Shares from and after the date that Shares are issued to Purchaser until such time as Purchaser disposes of the Shares.

(e)         Further Action . The parties agree to execute such further instruments and to take such further action as reasonably may be necessary to carry out the intent of this Agreement.

(f)          Interpretation . The interpretations and constructions of any provision of and determinations on any question arising under the Plan or this Agreement shall be made by the Plan Administrator, and all such interpretations, constructions and determinations shall be final and conclusive as to all parties. This Agreement, as issued pursuant to the Plan, constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof. This Agreement may be executed in counterparts, all of which shall be deemed to be one and the same instrument, and it shall be sufficient for each party to have executed at least one, but not

necessarily the same, counterpart. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement in any way.

(g)         Assignment . This Agreement shall be binding upon the parties and their respective legal representatives, beneficiaries, successors and assigns.

(h)         Notices . All notices or other communications that are required to be given or may be given to either party pursuant to the terms of this Agreement shall be in writing and shall be delivered personally or by registered or certified mail, postage prepaid, to the address of the parties as set forth following the signature of such party. Notice shall be deemed given on the date of delivery in the case of personal delivery or on the delivery or refusal date as specified on the return receipt in the case of registered or certified mail. Either party may change its address for such communications by giving notice thereof to the other party in conformity with this section.

(i)          Governing Law and Venue . This Agreement and the rights and obligations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of Colorado without regard to conflicts of laws principles. Resolution of any disputes under this Agreement shall only be held in courts in Boulder County, Colorado, and the parties expressly consent to personal jurisdiction in courts in Boulder County, Colorado and waive any objections to such jurisdiction.

The Purchaser has executed this Agreement on                                        , effective as of the date of exercise.

The Company’s acceptance of this Agreement shall be provided in the form of consent to and completion of the exercise of the Option pursuant to the procedures established by the Company.

NEW FRONTIER MEDIA, INC. 2007 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

THIS AGREEMENT is made by and between New Frontier Media, Inc., a Colorado corporation (the “Company”), and the grantee named above (“Participant”).

The Company and Participant agree as follows:

1.           PRECEDENCE OF PLAN . This Agreement is subject to and shall be construed in accordance with the terms and conditions of the New Frontier Media, Inc. 2007 Stock Incentive Plan (the “Plan”), as now or hereinafter in effect. Any capitalized terms that are used in this Agreement without being defined and that are defined in the Plan shall have the meaning specified in the Plan.

2.           GRANT OF REST