0000950133-02-001130 Sample Contracts

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BEF, LLC a Delaware limited liability company Dated as of October 22, 1999
Limited Liability Company Operating Agreement • March 22nd, 2002 • Bonn Edward J • Services-motion picture & video tape distribution

This Limited Liability Company Operating Agreement (the “Agreement”) is dated and effective as of October 22, 1999, by Robert Rosso, as Trustee of the EJB Trust, a trust organized under the laws of the Cook Islands (“Member”), as the sole member of the Company, and shall govern the relationship among the Members and Managers of the Company, pursuant to the Act and the Articles of Organization, as either may be amended from time to time.

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NON-QUALIFIED STOCK OPTION STOCK GRANT AGREEMENT
Non-Qualified Stock Option Stock Grant Agreement • March 22nd, 2002 • Bonn Edward J • Services-motion picture & video tape distribution • Colorado

THIS NON-QUALIFIED STOCK OPTION STOCK GRANT AGREEMENT (the “Agreement”) is made and entered into effective as of the Grant Date set forth below by and between NEW FRONTIER MEDIA, INC. (the “Corporation”) and EDWARD BONN (the “Optionee”).

March 21, 2002
Strategic Advisory Services Agreement • March 22nd, 2002 • Bonn Edward J • Services-motion picture & video tape distribution

This letter agreement (“Agreement”) confirms the agreement of Edward Bonn to engage Acclaim Financial Group Venture I LLC (“LLC”) to provide certain services to Edward Bonn (including his affiliated entities, “Edward Bonn”) on the following terms and conditions:

RESPONSE TELEMEDIA, INC. CONTRIBUTION AGREEMENT
Contribution Agreement • March 22nd, 2002 • Bonn Edward J • Services-motion picture & video tape distribution • California

This Contribution Agreement (the “Agreement”) is made as of November 23, 1999 by and among Response Telemedia, Inc., a California corporation (the “Company”), Edward Bonn (“Bonn”) and Bradley Alan Weber (“Weber”). Weber and Bonn are sometimes collectively referred to as the “Purchasers.”

AGREEMENT
Capital Contribution Agreement • March 22nd, 2002 • Bonn Edward J • Services-motion picture & video tape distribution • Colorado

THIS AGREEMENT (“Agreement”) is made this 13 day of April, 2000 by Michael Weiner, Mark Kreloff, Brad Weber and Edward Bonn (each a “Contributing Stockholder,” and collectively, the “Contributing Stockholders”).

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