UNCONDITIONAL GUARANTY

                                                               December 30, 1997

American Passage Media, Inc.,
Beyond The Wall, Inc. and
Campus Voice, Inc.
c/o Network Event Theater, Inc.
529 Fifth Avenue, 7th Floor
New York, NY 10017-4608
(Individually and collectively "Borrower")

Network Event Theater, Inc. and
National Campus Media, Inc.
529 Fifth Avenue, 7th Floor
New York, NY 10017-4608
(Individually and collectively "Guarantor")

First Union National Bank
50 Main Street
White Plains, NY 10606
(Hereinafter referred to as "Bank")

To  induce  Bank to make,  extend or renew  loans,  advances,  credit,  or other
financial accommodations to or for the benefit of Borrower, and in consideration
of loans, advances,  credit, or other financial accommodations made, extended or
renewed  to or  for  the  benefit  of  Borrower,  Guarantor  hereby  absolutely,
irrevocably and unconditionally  guarantees to Bank and its successors,  assigns
and  affiliates  the timely  payment  and  performance  of all  liabilities  and
obligations  of Borrower to Bank and all  renewals  thereof,  including  without
limitation all principal,  interest,  charges,  and costs and expenses  incurred
thereunder  (including  reasonable attorneys' fees and other costs of collection
incurred,   regardless  of  whether  suit  is  commenced)   (collectively,   the
"Guaranteed Obligations").

Guarantor further covenants and agrees:

GUARANTOR'S LIABILITY.  This Guaranty is a continuing and unconditional guaranty
of payment and performance  and not of collection.  The parties to this Guaranty
are jointly and severally obligated hereunder. This Guaranty does not impose any
obligation on Bank to extend or continue to extend credit or otherwise deal with
Borrower at any subsequent time. This Guaranty shall continue to be effective or
be reinstated,  as the case may be, if at any time any payment of the Guaranteed
Obligations  is  rescinded,  avoided or for any other reason must be returned by
Bank,  and the returned  payment shall remain  payable as part of the Guaranteed
Obligations;  all as though such payment had not been made. Except to the extent
the provisions of this Guaranty give the Bank additional  rights,  this Guaranty
shall not be deemed to supersede or replace any other  guaranties  given to Bank
by Guarantor;  and the obligations guaranteed hereby shall be in addition to any
other  obligations  guaranteed by Guarantor  pursuant to any other  agreement of
guaranty given to Bank and other guaranties of the Guaranteed Obligations.

SECURITY.  To secure this  Guaranty  the  Guarantor  has granted Bank a security
interest in certain collateral described in the Loan Documents,  including,  but
not limited to, personal property collateral  described in that certain Security
Agreement and Pledge and Assignment Agreement, both of even date herewith.


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<PAGE>

TERMINATION  OF  GUARANTY.  Guarantor  may  terminate  this  Guaranty by written
notice,  delivered  personally to or received by certified or registered  United
States  Mail by an  authorized  officer of the Bank at the  address  for notices
provided herein.  Such termination shall be effective with respect to Guaranteed
Obligations  arising  more than 15 days  after the date such  written  notice is
received by said Bank officer.  Guarantor may not terminate  this Guaranty as to
Guaranteed Obligations  (including any subsequent  extensions,  modifications or
compromises  of the  Guaranteed  Obligations)  then  existing,  or to Guaranteed
Obligations  arising  subsequent  to  receipt  by Bank of  said  notice  if such
Guaranteed  Obligations  are a result  of  Bank's  obligation  to make  advances
pursuant to a commitment  entered into prior to  expiration of the 15 day notice
period,  or are a result of advances which are necessary for Bank to protect its
collateral or otherwise preserve its interests.  Termination of this Guaranty by
any single Guarantor will not affect the existing and continuing  obligations of
any other guarantor hereunder.

APPLICATION OF PAYMENTS,  BANK LIEN AND SET-OFF. Monies received from any source
by Bank for  application  toward  payment of the Guaranteed  Obligations  may be
applied to such Guaranteed Obligations in any manner or order deemed appropriate
by Bank. Except as prohibited by law,  Guarantor grants Bank a security interest
in all of Guarantor's  accounts  maintained  with Bank and any of its affiliates
(collectively,  the  "Accounts").  If a Default  occurs,  Bank is  authorized to
exercise its right of set-off or to foreclose its lien against any obligation of
Bank to Guarantor including,  without limitation, all Accounts or any other debt
of any maturity, without notice.

CONSENT TO MODIFICATIONS.  Guarantor consents and agrees that Bank may from time
to time, in its sole  discretion,  without  affecting,  impairing,  lessening or
releasing the obligations of the Guarantor  hereunder:  (a) extend or modify the
time,  manner,  place or terms of payment or performance and/or otherwise change
or modify the credit terms of the Guaranteed Obligations;  (b) increase,  renew,
or enter into a novation of the Guaranteed Obligations;  (c) waive or consent to
the departure from terms of the Guaranteed Obligations; (d) permit any change in
the business or other dealings and relations of Borrower or any other  guarantor
with Bank; (e) proceed against,  exchange,  release,  realize upon, or otherwise
deal  with  in any  manner  any  collateral  that  is or may be  held by Bank in
connection with the Guaranteed  Obligations or any liabilities or obligations of
Guarantor;  and  (f)  proceed  against,  settle,  release,  or  compromise  with
Borrower,  any insurance carrier, or any other person or entity liable as to any
part of the Guaranteed  Obligations,  and/or subordinate the payment of any part
of the Guaranteed Obligations to the payment of any other obligations, which may
at any time be due or owing to Bank;  all in such  manner and upon such terms as
Bank may deem  appropriate,  and  without  notice  to or  further  consent  from
Guarantor.  No invalidity,  irregularity,  discharge or unenforceability  of, or
action or omission by Bank relating to any part of, the  Guaranteed  Obligations
or any security therefor shall affect or impair this Guaranty.

WAIVERS AND ACKNOWLEDGMENTS. Guarantor waives and releases the following rights,
demands,  and defenses Guarantor may have with respect to Bank and collection of
the Guaranteed Obligations: (a) promptness and diligence in collection of any of
the Guaranteed Obligations from Borrower or any other person liable thereon, and
in  foreclosure  of any security  interest  and sale of any property  serving as
collateral for the Guaranteed Obligations;  (b) any law or statute that requires
that Bank make demand upon,  assert claims against,  or Collect from Borrower or
other persons or entities,  foreclose any security  interest,  sell  collateral,
exhaust any remedies, or take any other action against Borrower or other persons
or  entities  prior to making  demand  upon,  collecting  from or taking  action
against Guarantor with respect to the Guaranteed Obligations, including any such
rights Guarantor might otherwise have had under Va. Code ss. 49-25 and 49-26, et
seq.  N.C.G.S.  ss. 26-7, et seq. Tenn. Code Ann. ss.  47-12-101,  O.C.G.A.  ss.
10-7-24 (and any successor statute) and any other applicable law; (c) any law or
statute that requires  that Borrower or any other person be joined in,  notified
of or made part of any action against Guarantor; (d) that Bank preserve,  insure
or perfect any security  interest in collateral or sell or dispose of collateral
in a  particular  manner or at a  particular  time;  (e)  notice of  extensions,
modifications,  renewals, or novations of the Guaranteed Obligations, of any new
transactions or other relationships between Bank, Borrower and/or any guarantor,
and of changes in the


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financial  condition of, ownership of, or business  structure of Borrower or any
other  guarantor;  (f)  presentment,  protest,  notice  of  dishonor,  notice of
default, demand for payment, notice of intention to accelerate maturity,  notice
of acceleration  of maturity,  notice of sale, and all other notices of any kind
whatsoever;  (g) the  right  to  assert  against  Bank  any  defense  (legal  or
equitable),  set-off, counterclaim, or claim that Guarantor may have at any time
against Borrower or any other party liable to Bank; (h) all defenses relating to
invalidity, insufficiency, unenforceability,  enforcement, release or impairment
of  Bank's  lien on any  collateral,  of the  Loan  Documents,  or of any  other
guaranties held by Bank; (i) any claim or defense that  acceleration of maturity
of the Guaranteed Obligations is stayed against Guarantor because of the stay of
assertion or of  acceleration  of claims  against any other person or entity for
any reason including the bankruptcy or insolvency of that person or entity;  and
(j) the benefit of any exemption  claimed by Guarantor.  Guarantor  acknowledges
and  represents  that it has relied upon its own due diligence in making its own
independent  appraisal of Borrower,  Borrower's  business  affairs and financial
condition,  and any  collateral;  Guarantor will continue to be responsible  for
making its own  independent  appraisal of such  matters;  and  Guarantor has not
relied  upon and will not  hereafter  rely upon Bank for  information  regarding
Borrower or any collateral.

FINANCIAL CONDITION.  Guarantor warrants,  represents and covenants to Bank that
on and after the date hereof:  (a) the fair saleable value of Guarantor's assets
exceeds its  liabilities,  Guarantor is meeting its current  liabilities as they
mature, and Guarantor is and shall remain solvent;  (b) all financial statements
of Guarantor  furnished to Bank are correct in all material  respects and fairly
present the financial condition of Guarantor as of the respective dates thereof;
(c) since  the date of such  financial  statements,  there  has not  occurred  a
material adverse change in the financial  condition of Guarantor;  (d) there are
not  now  pending  any  court  or  administrative  proceedings  or  undischarged
judgments  against  Guarantor,  no federal or state tax liens have been filed or
threatened against Guarantor, and Guarantor is not in default or claimed default
in any material respect under any agreement; and (e) at such reasonable times as
Bank requests, Guarantor will furnish Bank with such other financial information
as Bank may reasonably request.

INTEREST.  Regardless  of any other  provision  of this  Guaranty  or other Loan
Documents,  if for any reason the  effective  interest on any of the  Guaranteed
Obligations  should exceed the maximum lawful interest,  the effective  interest
shall be deemed  reduced to and shall be such maximum lawful  interest,  and any
sums of interest  which have been  collected  in excess of such  maximum  lawful
interest  shall be applied as a credit against the unpaid  principal  balance of
the Guaranteed Obligations.

DEFAULT.  If any of the following events occur, a default ("Default") under this
Guaranty  shall  exist:  (a)  Failure of timely  payment or  performance  of the
Guaranteed Obligations or a Default under any Loan Document; (b) A breach of any
agreement or representation  contained or referred to in the Guaranty, or any of
the Loan Documents, or contained in any other contract or agreement of Guarantor
with Bank or its affiliates,  whether now existing or hereafter arising; (c) The
dissolution  of,  termination of existence of, loss of good standing  status by,
appointment  of a receiver for,  assignment  for the benefit of creditors of, or
the  commencement  of any  insolvency  or  bankruptcy  proceeding by or against,
Guarantor or any general  partner of or the holder(s) of the majority  ownership
interests of  Guarantor;  and/or (d) The entry of any  monetary  judgment or the
assessment  against,  the filing of any tax lien against, or the issuance of any
writ of garnishment or attachment against any property of or debts due Guarantor
in an  amount  which  may have a  materially  adverse  impact  on the  financial
condition of  Guarantor  and that is not  discharged  or execution is not stayed
within 30 days of entry.

If a Default occurs, not cured within 15 days of the Bank mailing written notice
to Guarantor or Borrower of such default,  the Guaranteed  Obligations  shall be
due immediately and payable without notice.  Guarantor shall pay interest on the
Guaranteed Obligations from such Default at the highest rate of interest charged
on any of the Guaranteed Obligations.


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ATTORNEY'S FEES AND OTHER COSTS OF COLLECTION. Guarantor shall pay all of Bank's
reasonable  expenses  incurred  to  enforce  or  collect  any of the  Guaranteed
Obligations, including, without limitation, reasonable arbitration, paralegals',
attorneys'  and  experts'  fees  and  expenses,  whether  incurred  without  the
commencement of a suit, in any suit, arbitration,  or administrative proceeding,
or in any appellate or bankruptcy proceeding.

SUBORDINATION  OF  OTHER  DEBTS.   Guarantor  agrees:  (a)  to  subordinate  the
obligations now or hereafter owed by Borrower to Guarantor ("Subordinated Debt")
to any and all  obligations of Borrower to Bank now or hereafter  existing while
this  Guaranty  is in  effect,  provided  however  that  Guarantor  may  receive
regularly  scheduled principal and interest payments on the Subordinated Debt so
long as (i) all sums due and  payable by Borrower to Bank have been paid in full
on or prior to such date,  and (ii) no event or condition  which  constitutes or
which with notice or the lapse or time would constitute an event of default with
respect  to the  Guaranteed  Obligations,  shall be  continuing  on or as of the
payment date; (b) Guarantor will place a legend indicating such subordination on
every  note,  ledger  page  or  other  document   evidencing  any  part  of  the
Subordinated Debt; and (c) except as permitted by this paragraph, Guarantor will
not  request  or  accept  payment  of or  any  security  for  any  part  of  the
Subordinated  Debt, and any proceeds of the Subordinated Debt paid to Guarantor,
through error or otherwise, shall immediately be forwarded to Bank by Guarantor,
properly endorsed to the order of Bank, to apply to the Guaranteed Obligations.

MISCELLANEOUS.  (a)  Assignment.  This Guaranty and other Loan  Documents  shall
inure to the benefit of and be binding  upon the  parties  and their  respective
heirs, legal  representatives,  successors and assigns.  Bank's interests in and
rights under this Guaranty and other Loan  Documents are freely  assignable,  in
whole or in part,  by Bank to an  Affiliate  of the Bank or any Federal  Reserve
Bank or during the  continuance  of Default to any other person not a competitor
of Guarantor with the consent of Guarantor,  not to be unreasonably  withheld or
delayed.  Any  assignment  shall  not  release  Guarantor  from  the  Guaranteed
Obligations.  (b) Applicable Law; Conflict Between Documents.  This Guaranty and
other Loan  Documents  shall be governed by and construed  under the laws of the
state of New York without regard to that state's conflict of laws principles. If
the terms of this  Guaranty  should  conflict  with the terms of any  commitment
letter that survives  closing,  the terms of this Guaranty  shall  control.  (c)
Jurisdiction.   Guarantor   irrevocably   agrees   to   non-exclusive   personal
jurisdiction in the state named in Bank's address shown above. (d) Severability.
If any  provision  of this  Guaranty  or of the other  Loan  Documents  shall be
prohibited or invalid under  applicable law, such provision shall be ineffective
but only to the extent of such prohibition or invalidity,  without  invalidating
the remainder of such provision or the remaining  provisions of this Guaranty or
other  document.  (e) Notices.  Any notices to Guarantor  shall be  sufficiently
given,  if in writing and mailed or delivered to the  Guarantor's  address shown
above or such other  address as provided  hereunder,  and to Bank, if in writing
and mailed or  delivered  to Bank's  office  address  shown  above or such other
address  as Bank may  specify in  writing  from time to time.  In the event that
Guarantor  changes  Guarantor's  address  at any  time  prior  to the  date  the
Guaranteed  Obligations  are paid in full,  Guarantor  agrees to  promptly  give
written notice of said change of address by registered or certified mail, return
receipt requested,  all charges prepaid. (f) Plural; Captions. All references in
the Loan Documents to borrower,  guarantor,  person,  document or other nouns of
reference  mean both the singular  and plural form,  as the case may be, and the
term  "person"  shall  mean any  individual,  person  or  entity.  The  captions
contained in the Loan Documents are inserted for convenience  only and shall not
affect  the  meaning  or  interpretation  of the  Loan  Documents.  (g)  Binding
Contract.  Guarantor  by execution of and Bank by  acceptance  of this  Guaranty
agree that each Party is bound to all terms and provisions of this Guaranty. (h)
Amendments,  Waivers and Remedies.  No Waivers,  amendments or  modifications of
this  Guaranty  and other Loan  Documents  shall be valid  unless in writing and
signed by an officer of Bank.  No waiver by Bank of any Default shall operate as
a waiver of any other Default or the same Default on a future occasion.  Neither
the failure nor any delay on the part of Bank in exercising any right, power, or
privilege  granted  pursuant to this  Guaranty  and other Loan  Documents  shall
operate  as a waiver  thereof,  nor shall a single or partial  exercise  thereof
preclude any other or further exercise or the exercise of any other right, power
or privilege. All


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remedies  available  to Bank  with  respect  to this  Guaranty  and  other  Loan
Documents and remedies available at law or in equity shall be cumulative and may
be pursued  concurrently or successively.  (i)  partnerships.  If Guarantor is a
partnership,  the  obligations,  liabilities  and  agreements  on  the  part  of
Guarantor   shall  remain  in  full  force  and  effect  and  fully   applicable
notwithstanding any changes in the individuals  comprising the partnership.  The
term  "Guarantor"   includes  any  altered  or  successive   partnerships,   and
predecessor  partnership(s)  and the  partners  shall not be  released  from any
obligations  or  liabilities  hereunder.  (j) Loan  Documents.  The  term  "Loan
Documents"  refers to all documents  executed in connection  with the Guaranteed
Obligations and may include, without limitation, commitment letters that survive
closing,  loan  agreements,  other  guaranty  agreements,  security  agreements,
instruments,  financing statements,  mortgages,  deeds of trust, deeds to secure
debt,  letters of credit  and any  amendments  or  supplements  (excluding  swap
agreements as defined in 11 U.S. Code ss. 101).

FINANCIAL  AND  OTHER   INFORMATION.   Guarantor  shall  deliver  to  Bank  such
information as Bank may reasonably request from time to time,  including without
limitation,  financial  statements  and  information  pertaining to  Guarantor's
financial condition.  Such information shall be true, complete,  and accurate in
all material respects.

IN WITNESS  WHEREOF,  Guarantor,  on the day and year first written  above,  has
caused this Unconditional Guaranty to be executed under seal.

                                       NETWORK EVENT THEATER, INC., a
                                       Delaware corporation

                                       By Bruce L. Resnik
                                         ---------------------------------------
                                       BRUCE L. RESNIK, Executive Vice President
                                       & Chief Financial Officer

                                       NATIONAL CAMPUS MEDIA, INC., a
                                       Delaware corporation

                                       By Bruce L. Resnik
                                         ---------------------------------------
                                       BRUCE L. RESNIK, Executive Vice President
                                       & Chief Financial Officer



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