EXHIBIT 10.32

                           NETWORK EVENT THEATER, INC.

                            STOCK PURCHASE AGREEMENT

                                  June 24, 1997

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                           Network Event Theater, Inc.

                            STOCK PURCHASE AGREEMENT


                                  June 24, 1997

            The parties to this agreement are Warburg,  Pincus  Emerging  Growth
Fund,  Inc.,  a Maryland  corporation,  and Small  Company  Growth  Portfolio of
Warburg, Pincus Institutional Fund, Inc., a Maryland corporation  (collectively,
"Purchasers"),  and Network Event  Theater,  Inc., a Delaware  corporation  (the
"Company").

            The Company  desires to sell to  Purchasers  shares of the Company's
Common Stock,  par value $.01 per share  ("Shares"),  and  Purchasers  desire to
purchase  those  Shares  from the  Company,  on the  terms  and  subject  to the
conditions set forth in this agreement.

            Accordingly, the parties agree as follows:

            1. Purchase and Sale of Shares.

               1.1 Issuance and Sale of Shares.  At the closing  provided for in
section 1.2 , the Company shall issue and sell to the Purchasers an aggregate of
1,015,873 Shares,  and each Purchaser shall purchase from the Company the number
of Shares set forth opposite that  Purchaser's  name on Schedule 1.1, at a price
of $3.9375 per Share (the "Purchase Price").

               1.2 Closing. The closing shall take place on June 24, 1997 at the
offices of Proskauer  Rose LLP, 1585 Broadway,  New York,  N.Y. 10036 or at such
other time and such place as the Company and the Purchasers  mutually agree. The
date of the closing is referred to in this agreement as the "Closing  Date".  At
the closing,  each Purchaser  shall deliver to the Company,  by check or by wire
transfer  of  immediately  available  funds,  the  Purchase  Price of the Shares
purchased by that  Purchaser  and the Company  shall  deliver to the  respective
Purchasers  certificates  for those Shares duly  registered in their  respective
names. 

            2. Representations and Warranties of the Company.

               The Company represents and warrants to each Purchaser as follows:

               2.1  Corporate  Organization  and  Authority.  The  Company  is a
corporation duly organized, validly existing, and in good standing under the law
of Delaware; has the full power and authority to own and operate its properties,
to carry on its business as now conducted  and as proposed to be  conducted,  to
execute and deliver this agreement and to perform its obligations  hereunder and
consummate the transactions  contemplated  hereby; and is qualified as a foreign
corporation in all jurisdictions in which qualification is required and in which
the failure to qualify  would have a material  adverse  effect on the  Company's
business, properties, or financial condition.
 
               2.2 Capitalization. The Company is authorized to issue 17,000,000
Shares,   of  which   8,845,450  are  duly  and  validly   issued,   fully-paid,
non-assessable  and outstanding as of the date of this agreement,  and 1,000,000
shares  of  preferred  stock,  par  value  $.01  per  share,  none of  which  is
outstanding. The Company has reserved (a) 340,000 Shares for issuance

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upon exercise of  outstanding  options under the Company's  stock option plan at
per share  exercise  prices  ranging  from  $2.63 to $5.00 and having a weighted
average  exercise price of $3.60 per share,  (b) 40,000 Shares for issuance upon
exercise of options  available for future grant under the Company's stock option
plan,  (c) 552,560  Shares for issuance upon exercise of options  granted to The
Fields & Hellman  Company  at a per  share  exercise  price of $1.58,  (d) up to
100,000  Shares for issuance  upon  exercise of  contingent  options  granted to
American Passage Media Corporation at a per share exercise price of $2.627,  (e)
2,645,000  Shares for issuance  upon exercise of  outstanding  warrants at a per
share exercise price of $5.00,  (f) 230,000 Shares for issuance upon exercise of
outstanding  warrants  issued  to Whale  Securities  Co.,  L.P.  at a per  share
exercise  price of $8.25,  and (g) 230,000  Shares  reserved for  issuance  upon
exercise of warrants underlying  outstanding warrants issued to Whale Securities
Co., L.P. at a per share  exercise  price of $8.25.  Except as set forth in this
section 2.2 and as  contemplated  by this  agreement,  there are no  outstanding
options, warrants, conversion privileges,  preemptive rights, or other rights or
agreements  to purchase or otherwise  acquire or issue any equity  securities of
the  Company.  The  Company  has no  obligation  to  repurchase  or  redeem  any
outstanding  securities.  The  issuance  of  the  Shares  contemplated  by  this
agreement will not result in any adjustment to the exercise prices of any of the
Company's  outstanding  options or  warrants.  The Company has  delivered to the
Purchasers   true  and  complete   copies  of  the  Company's   Certificate   of
Incorporation and By-Laws as in effect as of the date hereof. Except as provided
in the Underwriting  Agreement dated April 2, 1996 between the Company and Whale
Securities  Co., L.P. and the NET Portfolio  Investors  Agreement dated December
21, 1995 (and the Shareholders Agreement contemplated by that agreement),  there
exist no agreements or understandings among the stockholders of the Company with
respect to their voting of securities  of the Company or agreements  pursuant to
which the Company is obligated to nominate  persons for election or  appointment
to the  Company's  board of  directors.  Except as provided by the  Registration
Rights Agreement,  the NET Portfolio Investors Agreement dated December 21, 1995
and  registration  rights  agreements  covering  shares  which have already been
registered by the Company,  the Company is not under any  obligation to register
any of its  securities  under  the  Securities  Act of  1933,  as  amended  (the
"Securities  Act").

               2.3  Authorization.  All  corporate  action  on the  part  of the
Company,   its  officers,   directors  and   stockholders,   necessary  for  the
authorization,  execution and delivery of this  agreement  and the  Registration
Rights Agreement  referred to in section 4.5, the performance of all obligations
of the Company under this agreement and the Registration  Rights Agreement,  and
the  authorization,  sale,  issuance and delivery of the Shares, has been taken,
and assuming due execution and delivery by each  Purchaser,  this  agreement and
the Registration  Rights Agreement  constitute valid and binding  obligations of
the Company  enforceable against the Company in accordance with their respective
terms.

               2.4  Validity  of  Shares.  Upon  receipt  by the  Company of the
Purchase Price and issuance and delivery of the Shares,  the Shares will be duly
and validly issued  (including,  without  limitation,  issued in compliance with
applicable federal and state securities laws), fully-paid and non-assessable.

               2.5  No  Conflict  with  Other  Instruments.  The  execution  and
delivery  of  this  agreement  and the  Registration  Rights  Agreement  and the
performance  of all  obligations  of the Company  under this  agreement  and the
Registration Rights Agreement will not result in any


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violation  of, be in conflict  with,  or  constitute  a default  under,  with or
without the passage of time or the giving of notice:  (a) any  provision  of the
Company's  certificate of incorporation or by-laws;  (b) any material  contract,
obligation  or  commitment  to which  the  Company  is a party or by which it is
bound; or (c) any statute,  rule or governmental  regulation or order applicable
to the Company.

               2.6 SEC Reports.  The Company has provided Purchasers with a copy
of its  Transaction  Report on Form 10-KSB for the transition  period ended June
30, 1996,  its Quarterly  Reports on Form 10-QSB for the fiscal  quarters  ended
March 31, 1996,  September 30, 1996,  December 31, 1996 and March 31, 1997,  and
its Current  Report on Form 8-K dated  August 21, 1996 (the "SEC  Reports"),  as
filed with the  Securities and Exchange  Commission.  On the date of its filing,
none of the SEC Reports  contained  any untrue  statement of a material  fact or
omitted to state a material fact  necessary to make the statements  therein,  in
the light of the circumstances under which they, were made, not misleading.  The
SEC Reports are the only  reports  that have been filed by the Company  with the
SEC  under  the  Securities  Exchange  Act of 1934.  The  Company  has filed all
reports, registrations statements and other documents required to be filed by it
under applicable federal and state securities laws.

               2.6 Changes in Condition. Since March 31, 1997 there has not been
(a) any change in the  business,  assets,  properties,  financial  condition  or
operating  results of the Company from that reflected in the Form 10-QSB for the
fiscal  quarter  ended  that date,  except  changes  in the  ordinary  course of
business  which  individually,  or in the  aggregate,  have  not had a  material
adverse effect on the Company, or (b) any other event or condition, of which the
Company has  knowledge,  of any  character  which might have a material  adverse
effect on the business,  assets,  properties,  financial  condition or operating
results of the Company.

               2.7 Financial  Statements.  The financial statements contained in
the SEC Reports fairly present the financial  position and results of operations
of the Company as of their respective dates and for the respective  periods then
ended, in accordance with generally accepted accounting principles  consistently
applied.

               2.8 Consents. No consent, approval, order or authorization of any
federal,  state or local  governmental  authority or other person or entity with
respect to the Company is required in  connection  with the sale and purchase of
Shares as contemplated by this agreement.

               2.9 Litigation.  There is no action,  proceeding or investigation
pending or threatened  against the Company that,  either  individually or in the
aggregate,  would  have a  material  adverse  effect  on the  business,  assets,
properties,  financial  condition  or  operating  results of the Company or that
seeks to prohibit or restrain the transactions  contemplated hereby. There is no
judgment,  decree or order of any court in effect  against  the  Company and the
Company  is  not in  default  with  respect  to any  order  of any  governmental
authority  to which the  Company  is a party or by which it is  bound.  There is
currently pending no action, suit, proceeding or investigation  initiated by the
Company.

            3. Representations and Warranties of Purchasers; Securities Laws.

               3.1 Representations and Warranties of Purchasers.  Each Purchaser
severally and not jointly represents and warrants to the Company that:

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               (a) All action on the part of that  Purchaser,  and its officers,
directors  and  stockholders,  necessary  for the  authorization,  execution and
delivery  of  this  agreement  and the  Registration  Rights  Agreement  and the
performance of all of its obligations  under this agreement and the Registration
Rights  Agreement has been taken, and assuming due execution and delivery by the
Company,  this agreement and the Registration Rights Agreement  constitute valid
and binding  obligations of that Purchaser  enforceable against it in accordance
with their terms.

               (b)  The  execution  and  delivery  of  this  agreement  by  that
Purchaser and the  performance of all  obligations of that Purchaser  under this
agreement  will  not  result  in any  violation  of,  be in  conflict  with,  or
constitute a default under, with or without the passage of time or the giving of
notice:  (i) any  provision  of that  Purchaser's  charter  documents;  (ii) any
material  contract,  obligation or commitment to which that Purchaser is a party
or by which it is bound; or (iii) any statute,  rule or governmental  regulation
or order applicable to that Purchaser.

            4. Securities Act Matters.

               4.1 Purchase  for  Investment.  This  agreement is made with each
Purchaser in reliance upon that Purchaser's representation to the Company, which
by that Purchaser's  execution of this agreement that Purchaser hereby confirms,
that  the  Shares  to be  purchased  by  that  Purchaser  will be  acquired  for
investment for that  Purchaser's  own account,  not as a nominee or agent,  and,
other than as contemplated by the Registration  Rights Agreement or otherwise in
accordance  with  applicable  securities  laws,  not  with a view to the sale or
distribution  of any part  thereof,  and without  present  intention of selling,
granting any participation  in, or otherwise  distributing any of the Shares. By
executing this  agreement,  each  Purchaser  further  represents  that it has no
contract,  undertaking,  agreement  or  arrangement  with any  person to sell or
transfer any of the Shares.

               4.2 Exemption.  Each Purchaser  acknowledges  that it understands
that  the  offering  and  sale of the  Shares  to  Purchasers  pursuant  to this
agreement  will not be registered  under the  Securities Act on the grounds that
the offering and sale are exempt from  registration  pursuant to Section 4(2) of
the  Securities  Act, and that the  Company's  reliance  upon such  exemption is
predicated,  in part, upon that  Purchaser's  representations  set forth in this
agreement.

               4.3  Additional  Securities Act  Representations.  Each Purchaser
represents  that:  (a) it has such  knowledge  and  experience  in financial and
business  matters  as to be capable  of  evaluating  the merits and risks of its
prospective investment in the Shares; (b) it has received all the information it
has  requested  from the Company and  considers  necessary  or  appropriate  for
deciding  whether to  purchase  the  Shares;  (c) it has the ability to bear the
economic risks of its investment;  (d) it is able, without materially  impairing
its financial condition, to hold the Shares for an indefinite period of time and
to  suffer  complete  loss  on its  investment;  and  (e)  it is an  "accredited
investor" within the meaning of Rule 501 under the Securities Act.

               4.4 Legends.  The  certificates for the Shares sold to Purchasers
shall bear the following legend:

                    "The Shares  represented by this  certificate  have not been
               registered  under the  Securities Act of 1933 ("Act") and may not
               be transferred  unless a Registration  Statement under the Act is
               in effect as to that transfer or, in the opinion of counsel


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               reasonably  satisfactory to the Company,  registration  under the
               Act is unnecessary for that transfer to comply with the Act."

               4.5  Registration  Rights.  At the closing,  the Company and each
Purchaser  shall execute and deliver an agreement  substantially  in the form of
the registration rights agreement  ("Registration Rights Agreement") attached as
exhibit  4.5 to this  agreement,  which  provides  for  registration  under  the
Securities  Act of the  Shares  to be  issued  to  Purchasers  pursuant  to this
agreement.  Notwithstanding  anything to the contrary in the Registration Rights
Agreement,  until the  expiration  of the ninety day  period  commencing  on the
Closing  Date,  none of the  Purchasers  shall  sell any of the  Shares  that it
acquires pursuant to this agreement.
          
            5.  Conditions to Purchasers'  Obligations.  The obligations of each
Purchaser to purchase  Shares under  Section 1 of this  agreement are subject to
the  fulfillment  at or before the closing of each of the  following  conditions
(any of which may be waived in writing by that Purchaser):

               5.1  Representations  and  Warranties.  The  representations  and
warranties  of the Company  contained in section 2 shall be true in all material
respects  on and as of the  Closing  Date with the same  effect as though  those
representations and warranties had been made on and as of the Closing Date.
               
               5.2 Performance of Obligations.  The Company shall have performed
in all material  respects all agreements and obligations that are required to be
performed by it under this agreement on or before the Closing Date.

               5.3 Registration  Rights  Agreement.  The Company and each of the
Purchasers shall have executed and delivered the Registration Rights Agreement.
                      
               5.4  Opinion  of  Counsel.  There  shall have been  delivered  to
Purchasers  an opinion of counsel to the  Company in  substantially  the form of
Exhibit 5.4.

               5.5 Due Diligence.  Each of the  Purchasers and their  respective
counsel shall have had an  opportunity to review all  information  regarding the
Company and all material agreements to which the Company or its stockholders are
a party which they have reasonably requested.

               5.6 Proceedings Satisfactory. All corporate and legal proceedings
taken by the Company in connection  with the  transactions  contemplated by this
agreement shall be reasonably satisfactory to each Purchaser.

               6.  Conditions to Company's  Obligations.  The obligations of the
Company to issue and sell Shares to the respective Purchasers are subject to the
fulfillment at or before the Closing of each of the following conditions (any of
which may be waived in writing by the Company):

               6.1  Representations  and  Warranties.  The  representations  and
warranties  of  Purchasers  contained  in  section  3 and 4 shall be true in all
material  respects  on and as of he Closing  Date with the same effect as though
those  representations  and  warranties  had been made on and as of the  Closing
Date.


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               6.2 Performance of Obligations. Each of the Purchasers shall have
performed  in all material  respects all  agreements  and  obligations  that are
required to be  performed  by it under this  agreement  on or before the Closing
Date.

               6.3  Registration  Rights  Agreement.   The  Registration  Rights
Agreement shall have been executed and delivered by the Purchasers.

            7. Additional  Agreements of the Company. The Company further agrees
as follows:

               7.1  Information  Provided to  Stockholders.  The  Company  shall
provide each Purchaser,  for so long as that Purchaser holds Shares, with copies
of all reports,  proxy  statements and other  financial  information the Company
provides to its stockholders,  including,  without  limitation,  any information
provided to any stockholder or group of stockholders by agreement.

               7.2  Stockholders'   Meetings.  The  Company  shall  hold  annual
meetings of its stockholders.

               7.3 Publicity. The Company shall not use or make reference to the
name of any  Purchaser or any of its  affiliates  in any press  release or other
document without that Purchaser's  prior approval unless the use or reference to
that  Purchaser is required by law, in which event the Company will consult with
that Purchaser prior to such publication; provided, however, that no approval of
or consultation with Purchasers shall be required to file this agreement and the
Registration  Rights  Agreement as an exhibit to any report required to be filed
by the Company with the SEC pursuant to the Securities Exchange Act of 1934.

               7.4 Use of Proceeds.  The Company shall use the net proceeds from
the sale of the Shares  contemplated  hereby for  working  capital  and  general
corporate  purposes,  the growth of its  existing  businesses,  and the possible
acquisition of other businesses related to its existing businesses.

               7.5 Board  Representation.  If for any reason Harlan Peltz ceases
to be an officer and director of the Company,  upon  Purchasers'  request at any
time  thereafter  (so long as Purchaser  owns Shares  acquired  pursuant to this
agreement)  the Company  shall use its best efforts to cause the election to the
Company's board of directors of a person nominated by Purchasers.
          
            8. Survival of Representations and Warranties; Indemnification.

               8.1 Survival.  The  representations and warranties of the parties
contained in this agreement  (other than the  representations  and warranties of
the Company set forth in sections  2.2,  2.3, 2.4 and 2.5,  which shall  survive
without  limitation as to time) shall survive the execution and delivery of this
agreement and the closing for a period of two years; provided,  however, that no
claim  may be made  with  respect  to any  representation  or  warranty  that is
accurate as of the date of such  execution  and  delivery  and as of the Closing
Date.

               8.2 Indemnification By the Company. Subject to section 8.4, after
the closing the Company shall  indemnify  and hold  harmless each  Purchaser and
each of its officers,  directors,  employees,  agents and legal counsel and each
person controlling that Purchaser, from


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all losses, damages,  expenses,  liabilities,  claims, assessments and judgments
(including  reasonable  costs and attorneys' fees and other expenses arising out
of any claim, or the defense or investigation  thereof, made with respect to any
of the foregoing) incurred or suffered by any of them arising out of, based upon
or resulting  from any breach by the Company of the  Company's  representations,
warranties, or covenants made to that Purchaser in this agreement.

               8.3 Indemnification By Purchasers.  Subject to section 8.4, after
the closing each Purchaser,  severally and not jointly, shall indemnify and hold
harmless the Company and each of its officers, directors,  employees, agents and
legal counsel and each person controlling the Company, from all losses, damages,
expenses,  liabilities,  claims, assessments and judgments (including reasonable
costs and attorneys'  fees and other expenses  arising out of any claim,  or the
defense or  investigation  thereof,  made with respect to any of the  foregoing)
incurred or suffered by any of them arising out of, based upon or resulting from
any breach by that Purchaser of the  representations,  warranties,  or covenants
made by that Purchaser in this agreement.
          
               8.4 Notice of Claims;  Participation in Suits. Any claim pursuant
to this  section 8 with  respect  to a breach of a  representation  or  warranty
(other  than a  representation  or  warranty of the Company set forth in Section
2.2, 2.3, 2.4 and 2.5, which shall survive  without  limitation as to time) must
be made  within  two years  after the  Closing  Date.  If a party  ("Indemnified
Party")  makes any claim  against  the other  party  ("Indemnifying  Party") for
indemnification,  the claim shall be in writing and shall state in general terms
the facts  upon  which the  claim is based.  If any claim or demand is  asserted
against an Indemnified  Party by a third party, the Indemnified Party shall give
the  Indemnifying  Party  written  notice of the claim or demand  within 30 days
after  receipt,  and the  Indemnifying  Party shall have the right to assume the
defense  of the  claim  with  counsel  selected  by the  Indemnifying  Party and
reasonably  satisfactory to the Indemnified  Party, but the  Indemnifying  Party
shall not settle the claim without the consent of the Indemnified  Party,  which
consent shall not be unreasonably  withheld.  Notwithstanding  the foregoing,  a
failure to so notify an Indemnifying  Party shall not relieve such  Indemnifying
Party from its  indemnification  obligations  unless such Indemnifying  Party is
materially  prejudiced by such  failure.  The  Indemnified  Party shall have the
right to select separate counsel for the defense of the claim, at the expense of
the Indemnifying Party, if the Indemnifying Party and the Indemnified Party have
conflicting interests with respect to the claim. 

            9. Miscellaneous.

               9.1 Finders. The parties represent and warrant that they have not
employed or utilized  the  services of any broker or finder in  connection  with
this agreement or the  transactions  contemplated by it, except that the Company
has  used the  services  of Whale  Securities  Co.,  L.P.  and  shall be  solely
responsible for its fees.

               9.2 Expenses. The Company and the Purchasers will each bear their
respective legal and other fees and expenses in connection with the negotiation,
documentation  and  consummation  of  the  transactions   contemplated  in  this
agreement.

               9.3  Headings.  The section  headings of this  agreement  are for
reference  purposes  only and are to be given no effect in the  construction  or
interpretation of this agreement.
          
               9.4  Notices.   Any  notice  required  or  permitted  under  this
agreement shall be given in writing and shall be conclusively deemed effectively
given upon personal


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delivery, 24 hours after facsimile transmission (receipt acknowledged),  one day
after deposit with a nationally recognized overnight courier, or five days after
deposit in the United  States mail, by  registered  or certified  mail,  postage
prepaid,  addressed to the parties at the following  addresses (or to such other
address  as a party  may have  specified  by  notice  given to the  other  party
pursuant to this  provision)  (a) if to the Company,  to Network Event  Theater,
Inc.,149  Fifth  Avenue,  New  York,  N.Y.  10011,  Attention:   Chairman  (fax:
212-779-9190);  with a copy to Bertram A. Abrams, Esq., Proskauer Rose LLP, 1585
Broadway,  New  York,  New York  10036  (fax:  212-969-2900);  and (b) if to any
Purchaser,  to it at 466 Lexington Avenue, New York, New York 10017,  Attention:
Eugene P. Grace, c/o Warburg, Pincus Counsellors, Inc. (fax: 212-878-9351); with
a copy to  Daniel D.  Rubino,  Esq.,  Willkie  Farr &  Gallagher,  153 East 53rd
Street, New York, New York 10022 (fax: 212-821-8111).

               9.5 Waiver. Any party may waive compliance by another with any of
the provisions of this agreement.  No waiver of any provision shall be construed
as a waiver of any other  provision.  Any waiver  must be in writing and must be
signed by the party waiving any provision hereof.
          
               9.6  Entire  Agreement.   This  agreement  and  the  Registration
Agreement  contain a complete  statement of all of the terms of the arrangements
among the parties with respect to their subject  matter,  supersede any previous
agreements and understandings between the parties with respect to those matters,
and cannot be changed or terminated orally.  Except as specifically set forth in
this  agreement,  there are no  representations  or  warranties  by any party in
connection with the transactions contemplated by this agreement.

               9.7  Governing  Law.  Except  to  the  extent  that  the  General
Corporation  Law  of  Delaware  applies  to  matters  related  to  the  internal
governance of the Company,  this agreement shall be governed by and construed in
accordance  with the law of the State of New York  applicable to agreements made
and to be performed in New York.

               9.8 Jurisdiction. The courts of the State of New York in New York
County and the United  States  District  Court for the Southern  District of New
York shall have  jurisdiction  over the parties  with  respect to any dispute or
controversy  among them arising under or in connection  with this agreement and,
by  execution  and  delivery  of this  agreement,  each of the  parties  to this
agreement  submits  to the  jurisdiction  of those  courts,  including,  but not
limited to, the in personam and subject  matter  jurisdiction  of those  courts,
waives any objection to such  jurisdiction  on the grounds of venue or forum non
conveniens,  the absence of in personam or subject matter  jurisdiction  and any
similar  grounds,  consents  to service of process by mail (in  accordance  with
section 9.4) or any other manner permitted by law, and irrevocably agrees to be


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bound by any judgment rendered thereby in connection with this agreement.  These
consents  to  jurisdiction  shall not be deemed to confer  rights on any  person
other than the parties to this agreement.

                                   Network Event Theater, Inc.

                                     By:/s/Harlan D. Peltz
                                        ---------------------------
                                            Chairman of the Board and
                                            Chief Executive Officer

                                   WARBURG, PINCUS EMERGING GROWTH
                                   FUND, INC.

                                     By:/s/Eugene P. Grace 
                                        ---------------------------
                                           Name:Eugene P. Grace
                                           Title:Vice President and Secretary

                                   WARBURG, PINCUS INSTITUTIONAL FUND, INC.,
                                   on behalf of Small Company Growth Portfolio

                                     By:/s/Eugene P. Grace
                                           Name:Eugene P. Grace                
                                           Title:Vice President and Secretary 
                                                
                                                 
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