CONFIDENTIAL

                 AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                 -----------------------------------------


     This AMENDED AND RESTATED  AGREEMENT made as of December 18, 1995, and
amended as of November 18, 1996, by and between Ascent Entertainment Group,
Inc., a Delaware  corporation  ("Ascent"),  successor in interest to COMSAT
Entertainment Group ("CEG"), a Delaware  corporation,  and Charles Lyons, a
resident of the State of Colorado(the "Executive").

     WHEREAS,  COMSAT  Video  Enterprises,  Inc.  ("CVE")  a  wholly  owned
subsidiary  of COMSAT  Corporation,  a  District  of  Columbia  corporation
("COMSAT")  previously  owned and  operated  the sports  and  entertainment
businesses of COMSAT which  comprised the  Entertainment  segment of COMSAT
for  purposes  of its  reports  on Form 10-K and 10-Q  (and any  amendments
thereto)   filed  with  the  Securities   and  Exchange   Commission   (the
"Entertainment Business");

     WHEREAS,  COMSAT  has  created  CEG as a  holding  company  to own and
operate the Entertainment Business;

     WHEREAS,  the Executive  currently  serves as the President of CEG and
CVE;

     WHEREAS Ascent succeeded to all of the assets of CEG and CVE;

     WHEREAS,  Ascent  caused an initial  public  offering  (the  "IPO") of
approximately 19.3% of the shares of the common stock of Ascent on December
18, 1995 (the "IPO Date"); and

     WHEREAS, Ascent desires to employ the Executive as President and Chief
Executive  Officer  of Ascent,  and the  Executive  desires to accept  such
employment, on the terms and conditions set forth herein;

                                    -1-

<PAGE>

     NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual
agreements  made herein,  and intending to be legally bound hereby,  Ascent
and the Executive agree as follows:

1.   Employment; Duties.

          (a)  Employment and  Employment  Period.  Ascent shall employ the
Executive to serve as President  and Chief  Executive  Officer of Ascent or
its successor entity for a period (the "Employment  Period")  commencing on
December 18, 1995 (the  "Effective  Date") and continuing  thereafter for a
term of five years until December 18, 2000 unless  terminated in accordance
with the provisions of this Agreement. The Executive shall also continue to
serve as President of CVE but shall not receive any  compensation  for such
position in addition to the compensation provided in this Agreement. In the
event that Ascent  desires to extend the  employment of the  Executive,  it
must give  written  notice of such desire by the third  anniversary  of the
Effective  Date,  and after such  notice the  parties  shall  enter into an
exclusive  negotiation period of not less than six months, unless otherwise
mutually agreed upon by the parties in writing. Each 12 month period ending
on the  anniversary  date of the  Effective  Date is sometimes  referred to
herein as a "year of the Employment Period."

          (b)  Offices,  Duties  and  Responsibilities.  Effective  on  the
Effective Date,  Executive  shall be elected  President and Chief Executive
Officer of Ascent.  The Executive  shall report  directly and solely to the
Board of  Directors  of Ascent (the  "Board").  Throughout  the  Employment
Period,  Ascent  shall  cause  Executive  to be a member of the  Board.  In
addition,  the Executive  shall be a member of all  committees of the Board
(including any executive committee or nominating  committee) other than the
Audit Committee and the Compensation Committee,  and other than any special
committees on which he might be regarded as a self-interested  member.  The
Executive's   offices   initially   shall  be  located  at  the   Company's

                                    -2-

<PAGE>

headquarters,   which  are  presently  located  in  Denver,  Colorado.  The
Executive shall have all duties and authority  customarily accorded a chief
executive officer,  including,  without limitation, the lead responsibility
with full autonomy, subject to the customary authority and direction of the
Board,  to direct and develop the  capabilities  and performance of Ascent.
The   Executive   shall  be  a  member  and  the  chairman  of  any  senior
executive/management  committees which may be established from time to time
by the Board.  The services to be rendered by the Executive as President of
Ascent shall be generally  consistent with the services previously rendered
by the Executive as President of CVE. All employees of Ascent shall report,
directly or indirectly,  to the Executive and the Executive  shall have the
authority to hire and fire all such  employees  within  established  budget
parameters,  provided  that the Board shall approve  (i)any salary  actions
(including  hiring  decisions)  for  employees of Ascent which result in an
annual salary in excess of the amount established by the Board from time to
time,  but in no event  less  than  $150,000,  and (ii) any  bonuses  to be
awarded to employees of Ascent, in excess of the amount  established by the
Board from time to time,  and provided  further that the Board reserves the
right  to take  any  such  salary  or  bonus  actions  to the  Compensation
Committee of the Board (the  "Compensation  Committee")  for approval.  The
Executive's  management  of  Ascent  shall  be (x) in  accordance  with the
policies of the Board and  Ascent's  Policies  and  Procedures,  both as in
effect from time to time,  and (y)within the limits of an annual budget for
Ascent  which  shall be  approved  by the Board at least 30 days before the
beginning  of the fiscal  year to which  such  budget  relates.  The annual
budget  shall  provide  adequate  resources  for  Executive  to operate the
Entertainment  Business  in a  manner  substantially  consistent  with  the
customary day to day operations of comparable first-class businesses in the
United  States  entertainment  industry.  If  the  Executive  proposes  the
expenditure of any amounts which exceed the  applicable  annual budgets for

                                    -3-

<PAGE>

Ascent, such excess amounts shall not be committed to Executive's authority
unless and until specifically authorized and approved by the Board.

          (c)  Devotion  to  Interests  of Ascent.  During  the  Employment
Period,  the  Executive  shall render his business  services  solely in the
performance  of his  duties  hereunder.  The  Executive  shall use his best
efforts  to  promote   the   interests   and  welfare  of  Ascent  and  the
Entertainment Business.  Notwithstanding the foregoing, the Executive shall
be  entitled  to  undertake  such  outside  activities  (e.g.,  charitable,
educational,  personal  interests,  board of directors  membership,  and so
forth,  that do not  compete  with the  Entertainment  Business)  as do not
unreasonably  or materially  interfere  with the  performance of his duties
hereunder as reasonably  determined by the Board in  consultation  with the
Executive.

          2.   Compensation and Fringe Benefits.
               --------------------------------

          (a)  Base Compensation.  Ascent  shall pay the  Executive  a base
salary  ("Base  Salary")  at the  rate of  $500,000  per  year  during  the
Employment  Period with payments made in  installments  in accordance  with
Ascent's regular practice for compensating  executive  personnel,  provided
that in no event shall such payments be made less frequently than twice per
month.  The Base Salary for the  Executive  shall be reviewed for increases
each year during the  Employment  Period  commencing the second year of the
Employment Period. Any Base Salary increases shall be approved by the Board
in its sole discretion.

          (b)  Bonus Compensation. The Executive will be eligible to receive
bonuses  ("Annual  Bonus") during the Employment  Period in accordance with
the  following  parameters:  (i) the target  bonus for each year during the
Employment  Period  shall be 70% of Base Salary for  achieving  100% of the
target  level  for the  performance  measures;  and  (ii)  the  performance

                                    -4-

<PAGE>

measures,  the relative weight to be accorded each performance  measure and
the amount of bonus  payable in relation to the target bonus for  achieving
more or less than 100% of the  target  level for the  performance  measures
shall be  determined  for each year  during  the  Employment  Period by the
Compensation  Committee after  consultation with the Executive.  As part of
the consultation process set forth in the preceding sentence, the Executive
shall  prepare  before  the end of  each  fiscal  year  ending  during  the
Employment  Period a business  plan for Ascent with respect to at least the
following  three year  period.  The Board shall  consider  and approve such
plans on an annual basis,  subject to such  modifications  as are otherwise
consistent with this Agreement, and each fiscal year the current plan shall
be considered by the  Compensation  Committee as the basis for establishing
the bonus standards for such year with such reasonable modifications as the
Compensation  Committee may  reasonably  determine and which are consistent
with this Agreement.

          (c)  Fringe  Benefits.  The Executive  also shall be  entitled to
participate in group health, dental and disability insurance programs,  and
any  group  profit  sharing,   deferred  compensation,   supplemental  life
insurance or other benefit plans as are generally  made available by Ascent
to the  senior  executives  of  Ascent on a favored  nations  basis,  which
benefits shall be comparable,  in the aggregate,  to the benefits available
to senior executives of similarly situated  companies.  Such benefits shall
include  reimbursement of (i) documented  expenses  reasonably  incurred in
connection with travel and  entertainment  related to Ascent's business and
affairs (including, without limitation, all expenses and losses incurred in
connection  with the sale of Executive's  home in Bethesda,  Maryland,  the
acquisition  of a home in the  Denver,  Colorado  area  and  relocation  of
Executive and his family to the Denver area),  (ii) Executive's  reasonable
legal fees and costs incurred in connection with the drafting,  negotiation
and execution of this Agreement, Irell & Manella's rates for fees and costs

                                    -5-

<PAGE>

being deemed  reasonable,  and (iii) a monthly payment for or reimbursement
of  automobile  and other  transportation  related  expenses  of $1,200 per
month.  All  benefits  described  in the  foregoing  (i) and (ii)  that are
reportable  as earned or unearned  income will be "grossed up" by ASCENT in
connection with federal and state tax obligations to provide Executive with
appropriate net tax coverage so that the benefits received by the Executive
from  the  foregoing  clauses  (i) and  (ii)  shall  be net of  income  and
employment taxes thereon. Without limiting any of the foregoing, as soon as
practicable  Ascent will gather  information  regarding nature and scope of
benefit plans (e.g., profit sharing,  deferred  compensation,  supplemental
life insurance)  offered to executives of comparable or otherwise  relevant
entertainment  companies  (including spinoffs and recent issuers of initial
public offerings), and the Board will determine in 1996 whether and to what
extent to implement any such programs.  Ascent reserves the right to modify
or terminate from time to time the fringe  benefits  provided to the senior
management  group,  provided  that  the  fringe  benefits  provided  to the
Executive  shall not be  materially  reduced on an overall basis during the
Employment Period. Notwithstanding the foregoing, until such time as Ascent
shall implement group-health, dental and disability insurance plans for its
executives,  or for a period of one year  following  the IPO,  whichever is
less,  Executive  will be  entitled  to  participate  in the group  health,
dental,  and  disability  insurance  plans  made  available  to the  senior
management group of COMSAT.

          (d)  Financial  Planning.  The  Executive  shall be  entitled  to
receive  financial  counseling  and  planning  services  provided by Ascent
consistent with similar services  provided to the COMSAT senior  management
group.

          (e)  Stock Options.  Ascent  hereby grants to Executive as of the
Effective Date options  ("Options") to purchase  297,500 shares of Ascent's
common  stock,  par value $0.01 per share  (i.e.,  one percent  (1%) of the

                                    -6-

<PAGE>

shares of Ascent  common stock  outstanding  immediately  following the IPO
(including any shares outstanding as a result of the underwriter's exercise
of their  over-allotment  option)),  each such  Option  exercisable  at the
per-share  price to  public  at the IPO (the "IPO  Per-Share  Price").  The
Options  shall be  exercisable  by  Executive  according  to the  following
schedule:

               (i) 10% of the Options on or after the  commencement  of the
second year of the Employment Period;

               (ii) 15% of the Options on or after the  commencement of the
third year of the Employment Period;

               (iii)25% of the Options on or after the  commencement of the
fourth year of the Employment Period;

               (iv) 25% of the Options on or after the  commencement of the
fifth year of the Employment Period;

               (v) 25% of the  Options  on or after the  completion  of the
fifth year of the Employment Period; provided, however, that for so long as
COMSAT  owns at least 80% of Ascent,  Executive  shall not be  entitled  to
exercise any of the Options prior to the third anniversary of the Effective
Date.  Notwithstanding the foregoing, 100% of the Options shall immediately
vest and become immediately exercisable,  without any further action by the
Executive,  upon the  occurrence  of any  "change of control" as defined in
Section  7(a) below,  or upon the  occurrence  of any event that results in
Ascent's  Common  Stock no longer being traded on any of the New York Stock
Exchange,   American  Stock  Exchange  or  NASDAQ  National  Market  System
(including,  without  limitation,  as  a  result  of  any  "going  private"
transaction  with  Ascent).  Such options shall be  represented  by a stock
option  agreement   containing   appropriate   terms  consistent  with  the
provisions  of this  Agreement.  The  Options,  to the extent  they  remain

                                    -7-

<PAGE>

unexercised,  shall  automatically and without further notice terminate and
become of no further  force and effect at the time of the  earliest  of the
following to occur:

               (x) Three months after the date upon which a termination for
cause by Ascent (as provided in Section  5(b)) shall have become  effective
and final; or

               (y) Ten years after the Effective Date.

     In  the  event  of  any  stock  split,   stock   dividend,   spin-off,
reclassification,  recapitalization,  merger,  consolidation,  subdivision,
combination  or other  change  which  affects  the  character  or amount of
Ascent's  common stock after the  Effective  Date and prior to the exercise
and/or  expiration of all of the Options,  the number and exercise price of
and/or  the  formula  for   determining  the  value  of  such  unissued  or
unexercised  Options  shall be adjusted in order to make such  Options,  as
nearly as may be practicable, equivalent in nature and value to the Options
that would have  existed had such change not taken place.  In addition,  if
Ascent  adopts  a stock  option  plan  that in  Executive's  sole  judgment
provides for any term(s) more favorable to the grantee than any term(s) set
forth  above,  Executive  will be  entitled  to the  benefit  of such  more
favorable  term(s) with respect to the Options,  other than with respect to
the vesting schedule thereof,  but in no event will any term(s)  applicable
to the Options be less favorable to Executive than those set forth above.

     During  the  Employment   Period,   the  Executive  shall  be  granted
additional  non-statutory  stock options as determined by the  Compensation
Committee in its sole discretion, provided that no additional stock options
shall be granted to the  Executive  within  three years from the  Effective
Date.  Notwithstanding any other provision of this Agreement except Section
5(b), the  Compensation  Committee may in its  discretion  provide that any
stock options  granted to the Executive  which have not vested prior to his

                                    -8-

<PAGE>

termination of employment  shall continue to vest in accordance  with their
original terms as if the Executive's employment had not terminated.

          (f) COMSAT  Benefits.  After the  Effective  Date,  the Executive
shall cease to participate in COMSAT's Key Employee Stock Plans,  Insurance
and  Retirement  Plan for  Executives,  Directors and  Executives  Deferred
Compensation  Plan  (the  "Deferred   Compensation   Plan"),  Split  Dollar
Insurance Plan, Annual Incentive Plan ("AIP") and Educational Grant Program
(collectively, the "COMSAT Executive Benefit Plans"), and shall forfeit any
and all rights and  interests  under the COMSAT  Executive  Benefit  Plans;
provided,  however,  that (i) the Executive shall retain the stock options,
restricted  stock  awards,  restricted  stock units and phantom stock units
previously  granted to him under the Key  Employee  Stock Plans and the AIP
(together with  Executive's  deferred  compensation  account referred to in
(iii) below, collectively, the "COMSAT Stock Awards"), which shall continue
to vest in accordance  with their  original  terms as long as the Executive
remains employed by Ascent; (ii) the Executive shall be entitled to receive
a bonus  with  respect  to 1995  under  the AIP as  determined  in the sole
discretion of the Committee on Compensation  and Management  Development of
the COMSAT Board of Directors;  and (iii) the disposition of the balance in
the Executive's deferred  compensation account in the Deferred Compensation
Plan as of the  Effective  Date shall be mutually  determined by COMSAT and
the Executive no later than  December 31, 1996,  provided that such account
shall continue to be maintained in the Deferred  Compensation Plan with the
crediting  of  interest  at the  applicable  rates  until such  disposition
occurs, and provided further that in no event shall the disposition of such
account  result in a  taxable  event to the  Executive  at the time of such
disposition.  Notwithstanding the foregoing, the Company shall use its best
efforts to cause 100% of the COMSAT Stock Awards to vest immediately and to
become  immediately   exercisable,   without  any  further  action  by  the

                                    -9-

<PAGE>

Executive,  upon the  occurrence  of any  "change of control" as defined in
Section 7(a) below.

          (g) Consulting  Compensation.  If the Executive is still employed
by Ascent on the date  preceding  the sixth  anniversary  of the  Effective
Date,  and if by such date the  Executive  and Ascent  have not  executed a
written agreement for an additional term of employment, then the Employment
Period  shall  expire and, in  addition  to and without  limitation  of any
rights of either  party under this  Agreement  or  otherwise,  Ascent shall
retain the Executive as a non-exclusive consultant and, as compensation for
such  consulting  services,  shall pay the Executive an amount equal to one
hundred  percent  (100%) of his then current Base Salary for an  additional
period of eighteen  (18) months (the "Consulting  Period"),  and during the
Consulting  Period the Executive  shall continue to receive Fringe Benefits
(as defined  below),  and to vest in any employee stock options  previously
awarded  to the  Executive,  but the  Executive  shall not be  entitled  to
receive  any Base Salary  increases,  bonuses,  or further  awards of stock
options.  Without  limiting any of the Executive's  other rights under this
Agreement or otherwise, if the Executive is still employed by Ascent on the
date preceding the fourth anniversary of the Effective Date and is retained
as a consultant and is entitled to the  compensation and benefits set forth
in the immediately preceding sentence,  then such compensation and benefits
shall  constitute  the  Executive's  sole  compensation  resulting from the
expiration of this  Agreement,  and the Executive  waives any claims to any
additional  compensation  other than as a result of Ascent's breach of this
Agreement.

          (h) Performance-Based  Compensation;  Conflicting Provisions. The
parties  agree to use their  best  efforts  in the  administration  of this
Agreement to take actions so as to comply with the  requirements of Section
162(m) of the  Internal  Revenue  Code of 1986,  as amended (the "Code") to
ensure,  to the extent  possible  consistent  with the other  terms of this

                                   -10-

<PAGE>

Agreement and the Options, the Federal tax deductibility under that section
of  compensation  paid  to  the  Executive  pursuant  to  performance-based
compensation.  Solely to the extent of any conflict  between the provisions
of this Agreement and the provisions of any agreement between Executive, on
the one hand, and COMSAT, Ascent and/or any affiliated or related entity of
either of them, on the other hand, relating to stock options (including the
Options),  life  insurance,  health  insurance,  any other employee  equity
participation,  profit  sharing or  retirement  plan,  group health plan or
other employee benefits  (individually and collectively,  together with the
COMSAT  Stock  Awards,  referred to herein as the "Fringe  Benefits"),  the
provisions of this Agreement will control.

     3.   Trade Secrets; Return of Documents and Property.

          (a)  Executive   acknowledges  that  during  the  course  of  his
employment he will receive secret, confidential and proprietary information
("Trade  Secrets") of Ascent and of other  companies with which Ascent does
business on a confidential basis and that Executive will create and develop
Trade  Secrets  for the benefit of Ascent.  Trade  Secrets  shall  include,
without  limitation,  (a) literary,  dramatic or other works,  screenplays,
stories,  adaptations,  scripts, treatments,  formats, "bibles," scenarios,
characters,  titles of any kind and any rights therein,  custom  databases,
"know-how," formulae,  secret processes or machines,  inventions,  computer
programs   (including   documentation  of  such  programs)   (collectively,
"Technical Trade Secrets"),  and (b) matters of a business nature,  such as
customer data and proprietary information about costs, profits, markets and
sales, customer databases, and other information of a similar nature to the
extent  not  available  to the  public,  and plans for  future  development
(collectively, "Business Trade Secrets"). All Trade Secrets disclosed to or
created by Executive shall be deemed to be the exclusive property of Ascent
(as the context may  require).  Executive  acknowledges  that Trade Secrets

                                    -11-

<PAGE>

have  economic  value to Ascent due to the fact that Trade  Secrets are not
generally known to the public or the trade and that the unauthorized use or
disclosure of Trade Secrets is likely to be detrimental to the interests of
Ascent and its subsidiaries.  Executive  therefore agrees to hold in strict
confidence and not to disclose to any third party any Trade Secret acquired
or created or  developed  by  Executive  during the term of this  Agreement
except (i)when Executive is required to use or disclose any Trade Secret in
the  proper  course of the  Executive's  rendition  of  services  to Ascent
hereunder,  (ii)when such Trade Secret becomes public  knowledge other than
through a breach of this Agreement,  or (iii) when Executive is required to
disclose  any Trade  Secret  pursuant to any valid court order in which the
Executive is compelled to disclose such Trade Secret.  The Executive  shall
notify Ascent immediately of any such court order in order to enable Ascent
to  contest  such  order's  validity.  For a period of two (2) years  after
termination of the Employment Period for all Business Trade Secrets and for
a period of five (5) years after  termination of the Employment  Period for
all  Technical  Trade  Secrets,  the  Executive  shall not use or otherwise
disclose Trade Secrets unless such information (x) becomes public knowledge
or is  generally  known  in the  entertainment  or  sports  industry  among
executives  comparable to the Executive other than through a breach of this
Agreement,  (y) is  disclosed  to the  Executive  by a third  party  who is
entitled to receive and disclose such Trade  Secret,  or (z) is required to
be disclosed pursuant to any valid court order, in which case the Executive
shall notify Ascent  immediately of any such court order in order to enable
Ascent to contest such order's validity.

          (b) Upon the  effective  date of  notice  of the  Executive's  or
Ascent's  election to  terminate  this  Agreement,  or at any time upon the
request of Ascent, the Executive (or his heirs or personal representatives)
shall  deliver to Ascent (i) all  documents  and  materials  containing  or

                                   -12-

<PAGE>

otherwise  relating  to Trade  Secrets  or other  information  relating  to
Ascent's business and affairs, and (ii) all documents,  materials and other
property belonging to Ascent, which in either case are in the possession or
under  the   control   of  the   Executive   (or  his  heirs  or   personal
representatives).  The  Executive  shall be entitled  to keep his  personal
records  relating to  Ascent's  business  and affairs  except to the extent
those contain documents or materials described in clause (i) or (ii) of the
preceding  sentence,  in which case  Executive  may  retain  copies for his
personal and confidential use.

     4.   Discoveries and Works. All discoveries and works made or conceived
by  the  Executive  during  his  employment  by  Ascent  pursuant  to  this
Agreement,  jointly or with  others,  that  relate to  Ascent's  activities
("Discoveries  and Works") shall be owned by Ascent.  Discoveries and Works
shall  include,  without  limitation,  literary,  dramatic or other  works,
screenplays,  stories, adaptations, scripts, treatments, formats, "bibles,"
scenarios,  characters,  titles of any kind and any rights  therein,  other
works of authorship, inventions, computer programs (including documentation
of such  programs),  technical  improvements,  processes and drawings.  The
Executive shall (i) promptly  notify,  make full disclosure to, and execute
and deliver any  documents  reasonably  requested by, Ascent to evidence or
better assure title to such  Discoveries  and Works in Ascent,  (ii) assist
Ascent in obtaining  or  maintaining  for itself at its own expense  United
States and foreign copyrights,  trade secret protection or other protection
of any and all such  Discoveries  and Works,  and (iii)  promptly  execute,
whether during his employment by Ascent or thereafter,  all applications or
other endorsements necessary or appropriate to maintain copyright and other
rights for Ascent and to protect their title thereto.  Any  Discoveries and
Works which,  within sixty days after the  termination  of the  Executive's
employment by Ascent, are made, disclosed, reduced to a tangible or written
form or description,  or are reduced to practice by the Executive and which

                                   -13-

<PAGE>

pertain to work performed by the Executive while with Ascent,  COMSAT,  CEG
and CVE shall, as between the Executive and Ascent,  COMSAT, CEG and CVE be
presumed to have been made  during the  Executive's  employment  by Ascent,
COMSAT, CEG and CVE.

     5.   Termination.  This  Agreement  shall  remain in effect  during the
Employment  Period,  and this  Agreement and  Executive's  employment  with
Ascent may be terminated only as follows:

          (a) By the Executive (an  "Executive  Election") at any time upon
sixty  (60)  days  advance  written  notice to  Ascent  upon an  "Executive
Election  Event" (as defined  below).  In such event or if the  Executive's
employment  is  terminated by Ascent  without  "cause" (as defined  below),
there will be no  forfeiture,  penalty,  reduction or other adverse  effect
upon any rights or interests relating to any Fringe Benefits,  all of which
will fully vest, to the extent not previously vested, immediately upon such
termination  becoming effective and final.  Without limiting the foregoing,
in the event of an Executive  Election or if the Executive's  employment is
terminated  without "cause," the Executive shall be entitled to receive the
following  benefits  through  the  longer  of  (a)  the  remainder  of  the
Employment Period as if this Agreement had remained in effect until the end
of such five-year  Employment Period and (B) one year following the date of
such termination (the "Duration Period"): (i) his then current Base Salary;
(ii) an Annual  Bonus equal to seventy  percent  (70%) of his then  current
Base Salary;  and (iii) all other  benefits  provided  pursuant to Sections
2(c), (d) and (e) of this Agreement;  provided,  however,  that in no event
will the amounts  payable  under clauses (i) and (ii) above be referable to
less than one full year of the Employment  Period. The Executive shall have
no  obligation  to seek other  employment  in the event of his  termination
pursuant to this paragraph (a),  provided,  however,  that his compensation

                                   -14-

<PAGE>

from any such employment obtained shall offset up to fifty percent (50%) of
Ascent's  obligations  under  clauses  (i) and (ii)  above,  but only after
payments  pursuant to clauses  (i) and (ii) are made with  respect to a one
year period following termination. Ascent shall have the option at any time
during  the  Duration  Period  to pay to the  Executive  in a lump  sum the
amounts  remaining  under  clauses  (i) and  (ii) of  this  paragraph  (a),
provided  that the amount of such lump sum  payment  shall be reduced up to
fifty percent (50%) by the compensation payable to the Executive from other
employment  for the time period  remaining on Ascent's  payment  obligation
hereunder  at the time  such  payment  is made.  If Ascent  exercises  such
option,  Ascent and  COMSAT  shall  have no  further  compensation  payment
obligations  under clauses (i) and (ii) above. The Executive shall have the
right to instruct  Ascent to decrease any such payment or other benefit due
under  this  paragraph  (a) to an  amount  not to  exceed  an  amount to be
designated  by the  Executive in writing for the purpose of providing  that
such payment  (together with any other benefits  provided to the Executive)
shall not  constitute a  "parachute  payment" as defined in Section 280G of
the Code;  provided,  however,  that  Ascent's  agreement to decrease  such
payment shall not result in any liability from Ascent to the Executive with
respect to any excise tax under  Section  4999 of the Code (or any  similar
state or local  provision),  or any  penalties or interest  with respect to
such excise tax. Ascent shall place an amount equivalent to its obligations
owed to the  Executive  in  connection  with this Section 5(a) in an escrow
account to be  administered  by an unrelated  third party, or shall provide
some other  comparable  form of security  (e.g.,  an irrevocable  letter of
credit) for such obligations reasonably acceptable to the Executive. In all
circumstances of termination  under this Section 5(a),  Ascent shall remain
obligated  under clause (iii) and all stock options  (including the Option)
will remain  exercisable for the maximum period provided in each applicable
grant.

                                   -15-

<PAGE>

          An "Executive Election Event" shall be any of the following:  (I)
any substantial reduction (except in connection with the termination of his
employment voluntarily by the Executive or by Ascent for "cause" as defined
below) by Ascent,  without the Executive's  express written consent, of his
responsibilities  as President and Chief Executive Officer of Ascent;  (II)
any change in the  reporting  structure  set forth in Section  1(b)  above;
(III) any requirement that Executive  perform  material  services of lesser
stature  than  those  typically  performed  by  the  president  and  CEO of
comparably  sized  companies  in  the  entertainment   industry;  (IV)  any
reduction in Executive's title; (V) a "Change of Control Event" (as defined
in Section 7(a) below);  provided  that in such event,  the 50% offset from
subsequent  employment  set  forth  in the  preceding  paragraph  shall  be
increased  to 100% and such offset  shall apply during the first year after
termination  as well;  (VI) any other  material  default of this  Agreement
which  continues for ten (10) business days following  Ascent's  receipt of
written notice from the Executive  specifying the manner in which Ascent is
in default of this Agreement;  (VII) the Board's requiring  Executive to be
based at any office location other than the principal offices of Ascent, or
the relocation, without Executive's consent, of such principal offices to a
location outside the greater Denver area prior to the second anniversary of
the  Effective  Date; or (VIII) any purported  termination  of  Executive's
employment otherwise than as expressly permitted by the Agreement.

          (b)  By  Ascent at any time for  "cause."  For  purposes  of this
Agreement,   Ascent  shall  have  "cause"  to  terminate  the   Executive's
employment  hereunder upon (i) the continued and deliberate  failure of the
Executive  to  perform  his  material  duties,  in a  manner  substantially
consistent  with the  manner  reasonably  prescribed  by the  Board  and in
accordance  with the terms of this  Agreement  (other than any such failure
resulting  from his incapacity  due to physical or mental  illness),  which

                                   -16-

<PAGE>

failure  continues  for ten (10) business  days  following the  Executive's
receipt of written notice from the Board specifying the manner in which the
Executive is in default of his duties,  (ii) the engaging by the  Executive
in  intentional  serious  misconduct  that is materially  and  demonstrably
injurious  to  Ascent  or  its  reputation,  which  misconduct,  if  it  is
reasonably capable of being cured, is not cured by the Executive within ten
(10) business days following the Executive's receipt of written notice from
the Board  specifying the serious  misconduct  engaged in by the Executive,
(iii) the conviction of the Executive of commission of a felony involving a
crime of moral  turpitude,  whether  or not such  felony was  committed  in
connection  with  Ascent's  business,  or (iv) any  material  breach by the
Executive of Section 8 hereof.  If Ascent shall  terminate the  Executive's
employment for "cause," there will be no forfeiture,  penalty, reduction or
other adverse  effect upon any vested  rights or interests  relating to any
Fringe  Benefits.  In such event,  Ascent,  in full  satisfaction of all of
Ascent's obligations under this Agreement and in respect of the termination
of the Executive's employment with Ascent, shall pay the Executive his Base
Salary,  a prorated Annual Bonus and all other  compensation,  benefits and
reimbursement  through the date of termination of his employment,  provided
that the Options and any other stock options granted to the Executive under
the Ascent  option or any  successor  plan or under  COMSAT's  Key Employee
Stock Plans shall  terminate  three months after the date of termination of
his employment for "cause".

     6.   Disability; Death.

          (a)  If, prior to the  expiration or termination of the Employment
Period,  the Executive shall be unable to perform  substantially his duties
by  reason  of  disability  or  impairment  of  health  for  at  least  six
consecutive calendar months,  Ascent shall have the right to terminate this
Agreement by giving sixty (60) days written notice to the Executive to that

                                   -17-

<PAGE>

effect,  but only if at the time such  notice is given such  disability  or
impairment  is still  continuing.  Following  the  expiration of the notice
period,  the  Employment  Period  shall  terminate  with the payment of the
Executive's  Base  Salary  for the  month in which  notice  is given  and a
prorated Annual Bonus through such month,  and there will be no forfeiture,
penalty,  reduction  or other  adverse  effect  upon any  vested  rights or
interests relating to any Fringe Benefits.  In the event of a dispute as to
whether the Executive is disabled within the meaning of this paragraph (a),
or the  duration  of any  disability,  either  party may  request a medical
examination of the Executive by a doctor appointed by the Chief of Staff of
a hospital  selected by mutual agreement of the parties,  or as the parties
may otherwise  agree,  and the written medical opinion of such doctor shall
be conclusive  and binding upon the parties as to whether the Executive has
become  disabled and the date when such disability  arose.  The cost of any
such medical examinations shall be borne by Ascent.

          (b) If, prior to the  expiration or termination of the Employment
Period, the Executive shall die, Ascent shall pay to the Executive's estate
his Base Salary and a prorated Annual Bonus through the end of the month in
which the Executive's  death occurred,  at which time the Employment Period
shall  terminate  without  further  notice and there will be no forfeiture,
penalty,  reduction  or other  adverse  effect  upon any  vested  rights or
interests  relating to any Fringe  Benefits;  provided that the Options and
any other stock options  granted to the  Executive  under the Ascent option
plan or any  successor  plan shall become fully vested and shall  terminate
one year after the date of  termination of the  Executive's  employment for
death, notwithstanding the limitations of Section 2(e) of this Agreement.

          (c) Nothing contained in this Section 6 shall impair or otherwise
affect any rights and  interests of the  Executive  under any  compensation
plan or arrangement of Ascent which may be adopted by the Board.

                                   -18-

<PAGE>

     7.   Change of Control.
          -----------------

          (a)  If, prior to the termination of the Employment Period, there
is a "Change of Control  Event" (as  hereinafter  defined in this paragraph
(a)), the Executive shall have the right to exercise his Executive Election
in  accordance  with  Section  5(a),  but  shall not have the right to give
notice in  accordance  with  Section  5(a) in any event later than 120 days
following  such Change of Control  Event.  Prior to any "change of control"
(as  hereinafter  defined  in this  paragraph  (a)),  and from time to time
thereafter at the Executive's  request upon relevant changed  circumstances
in the ownership or management of Ascent,  the Executive and the Board will
mutually   determine   whether   such   "change  of   control"  or  changed
circumstances  would be reasonably likely to have a materially  detrimental
effect on the  condition,  reputation or future  prospects of Ascent or its
successor   entity,   the  day-to-day   circumstances  of  the  Executive's
employment  or the  compensation  payable to the  Executive  hereunder.  An
affirmative  determination  with respect to either of the  foregoing by the
Executive and the Board,  or by an arbitrator as provided  below,  shall be
referred to herein as a "Change of Control Event", it being agreed that the
arbitrator  shall  award the  Executive  costs and  attorney's  fees  under
Section 11(c) if the Executive has submitted the matter to arbitration with
a  reasonable  basis  for  doing  so,  even  if the  Executive  is not  the
prevailing  party  therein.  If the  Executive  and the Board are unable to
agree on such  determination,  the Executive  shall have the right:  (i) to
submit to  arbitration  pursuant to Section 11 below the  determination  of
whether  the  "change  of  control"  or  changed   circumstances  would  be
reasonably  likely to have  either of the  materially  detrimental  effects
mentioned above,  and an affirmative  determination by the arbitrator shall
constitute a "Change of Control Event"; (ii) to accept continued employment

                                   -19-

<PAGE>

with  Ascent or its  successor  entity on the terms of this  Agreement;  or
(iii) to terminate  this Agreement by giving sixty (60) days written notice
to  Ascent to that  effect.  If the  Executive  elects  to  terminate  this
Agreement  pursuant to clause (iii) of this  paragraph  (a),  following the
expiration of the notice period  provided  therein,  the Employment  Period
shall  terminate  with the payment of the  Executive's  Base Salary for the
month in which  notice is given.  "Change of control"  for purposes of this
paragraph  (a) shall  mean any event as a result of which  COMSAT no longer
owns more than fifty percent (50%) of the voting stock of Ascent,  provided
that any Ascent  voting stock which is publicly held shall be considered as
owned by COMSAT for this purpose.

          (b)  In the event that  COMSAT or Ascent  adopts  any  "change of
control"  provisions  applicable  to any COMSAT or Ascent  benefits  plans,
respectively,  providing for the accelerated  vesting and/or payment of any
benefits  for  its  senior  management  group,  to  the  extent  that  such
provisions  give Executive  greater rights than those provided in paragraph
(a) above,  such provisions shall apply to the Executive to the same extent
as other Ascent senior  executives or COMSAT senior executives on a favored
nations  basis with  respect to the  benefits  affected  by such  COMSAT or
Ascent provisions, respectively.

     8.   Non-Competition.
          ---------------

          (a)  As an inducement for Ascent to enter into this Agreement, the
Executive agrees that for a period  commencing as of the Effective Date and
running through the earlier of (i) the end of the Employment  Period if the
Executive  remains employed by Ascent for the entire  Employment  Period or
(ii) one year following termination of the Executive's employment by Ascent
for "cause" as defined in Section 5(b) hereof,  or by the Executive for any
reason  (other than an Executive  Election  Event or an event  described in

                                   -20-

<PAGE>

Section 7(a)(iii) above, in which case the provisions of this paragraph (a)
shall not apply) (the "Non-Competition  Period"),  the Executive shall not,
without  the prior  written  consent of the Board,  engage or  participate,
directly  or  indirectly,   as  principal,   agent,   employee,   employer,
consultant,  stockholder,  partner  or in  any  other  individual  capacity
whatsoever,  in the conduct or management of, or own any stock or any other
equity investment in or debt of, any business which is competitive with any
business conducted by Ascent, including the Entertainment Business.

          For the purpose of this Agreement, a business shall be considered
to be  competitive  with any  business of Ascent  only if such  business is
engaged in providing services or products (i) similar to (A) any service or
product currently  provided by Ascent during the Employment Period; (B) any
service or product which evolves from or results from  enhancements  in the
ordinary  course  during  the  Non-Competition  Period to the  services  or
products  provided by Ascent as of the date hereof or during the Employment
Period;  or (C) any  future  service  or  product of Ascent as to which the
Executive  materially and substantially  participated in the development or
enhancement,  and (ii) to  customers,  distributors  or clients of the type
served by Ascent during the Non-Competition Period.

          (b)  Non-Solicitation  of Employees.  During the  Non-Competition
Period,  the Executive  will not (for his own benefit or for the benefit of
any person or entity  other than Ascent)  solicit,  or assist any person or
entity other than Ascent to solicit,  any officer,  director,  executive or
employee (other than an administrative  or clerical  employee) of Ascent to
leave his or her employment.

          (c) Reasonableness;  Interpretation.  The Executive  acknowledges
and agrees,  solely for purposes of determining the  enforceability of this

                                   -21-

<PAGE>

Section 8 (and not for purposes of determining  the amount of money damages
or for any  other  reason),  that (i) the  markets  served  by  Ascent  are
national and international and are not dependent on the geographic location
of executive  personnel or the businesses by which they are employed;  (ii)
the  length  of the  Non-Competition  Period  is  linked to the term of the
Employment  Period and the severance  benefit provided for in Section 5(a);
and (iii) the above covenants are manifestly  reasonable on their face, and
the parties expressly agree that such restrictions have been designed to be
reasonable and no greater than is required for the protection of Ascent. In
the event that the  covenants in this Section 8 shall be  determined by any
court of competent jurisdiction in any action to be unenforceable by reason
of  their  extending  for too  great a period  of time or over too  great a
geographical  area or by reason of their being too  extensive  in any other
respect,  they shall be  interpreted to extend only over the maximum period
of time  for  which  they  may be  enforceable,  and/or  over  the  maximum
geographical area as to which they may be enforceable and/or to the maximum
extent in all other  respects as to which they may be  enforceable,  all as
determined by such court in such action.

          (d)  Investment.  Nothing  in this  Agreement  shall be deemed to
prohibit  the  Executive  from  owning  equity or debt  investments  in any
corporation,  partnership or other entity which is competitive with Ascent,
provided that such  investments (i) are passive  investments and constitute
five percent (5%) or less of the outstanding  equity  securities of such an
entity the equity  securities of which are traded on a national  securities
exchange or other public market, or (ii) are approved by the Board.

     9.   Indemnification; Liability  Insurance.  The  Executive  shall  be
entitled to indemnification and coverage under Ascent's liability insurance
policy for directors and officers to the same extent as other directors and
officers of Ascent. During and after the term of employment,  Ascent hereby

                                   -22-

<PAGE>

agrees to indemnify and hold Executive  harmless against any and all claims
arising from or in connection  with his  employment by or service to Ascent
to the full  extent  permitted  by law and,  in  connection  therewith,  to
advance the expenses of Executive incurred in defending against such claims
subject to such limitations as may actually be required by law.

     10.   Enforcement;   Joint  and  Several   Liability.   The  Executive
acknowledges  that a breach of the  covenants  or  provisions  contained in
Sections 3, 4 and 8 of this Agreement will cause irreparable  damage to the
Entertainment  Business  and  Ascent,  the exact  amount  of which  will be
difficult  to  ascertain,  and that the remedies at law for any such breach
will be inadequate. Accordingly, the Executive agrees that if the Executive
breaches  or  threatens  to  breach  any of  the  covenants  or  provisions
contained  in  Sections  3, 4 and 8 of this  Agreement,  in addition to any
other remedy  which may be  available at law or in equity,  Ascent shall be
entitled to seek specific performance and injunctive relief.

     11.  Arbitration.

          (a)  Subject to  Ascent's  right to enforce  Sections  3, 4 and 8
hereof by an injunction issued by a court having  jurisdiction (which right
shall prevail over and  supersede  the  provisions of this Section 11), any
dispute relating to this Agreement,  including the  enforceability  of this
Section 11,  arising  between the  Executive and Ascent shall be settled by
arbitration  which shall be  conducted  in Denver,  Colorado,  or any other
location  where the Executive  then resides at Ascent's  request,  before a
single  arbitrator in accordance with the commercial  arbitration  rules of
the  American  Arbitration  Association  ("AAA").  Within 90 days after the
Effective  Date,  the  parties  shall  mutually  agree upon three  possible
arbitrators,  one of whom shall be  selected by the AAA within 2 days after
notice of a dispute to be  arbitrated  under this  Section  11. The parties

                                   -24-

<PAGE>

shall  instruct the  arbitrator  to use his or her best efforts to conclude
the arbitration within 60 days after notice of the dispute to AAA.

          (b) The award of any such  arbitrator  shall be  final.  Judgment
upon such award may be entered by the  prevailing  party in any  federal or
state court  sitting in Denver,  Colorado or any other  location  where the
Executive then resides at Ascent's request.

          (c)  Subject to Section  7(a),  the  parties  will bear their own
costs  associated  with  arbitration  and  will  each pay  one-half  of the
arbitration costs and fees of AAA; however,  the arbitrator may in his sole
discretion  determine  that  the  costs  of  the  arbitration  proceedings,
including  attorneys'  fees,  shall be paid  entirely  by one  party to the
arbitration  if the  arbitrator  determines  that  the  other  party is the
prevailing party in such arbitration.

     12.  Severability. Should any provision of this Agreement be determined
to be  unenforceable  or prohibited by any  applicable  law, such provision
shall  be  ineffective  to the  extent,  and  only to the  extent,  of such
unenforceability  or prohibition  without  invalidating the balance of such
provision  or  any  other  provision  of  this  Agreement,   and  any  such
unenforceability or prohibition in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     13.  Assignment.  The Executive's  rights and  obligations  under this
Agreement  shall not be assignable by the  Executive.  Ascent's  rights and
obligations  under this Agreement  shall not be assignable by Ascent except
as  incident  to  the  transfer,   by  merger  or  otherwise,   of  all  or
substantially  all of the  business  of  Ascent.  In the  event of any such
assignment  by Ascent,  all rights of Ascent  hereunder  shall inure to the
benefit of the assignee.

                                   -24-

<PAGE>

     14.  Notices.  All notices and other communications which are required
or may be given  under  this  Agreement  shall be in  writing  and shall be
deemed to have been duly given when received if personally delivered;  when
transmitted if transmitted by telecopy,  electronic or digital transmission
method,  provided  that in such case it shall also be sent by  certified or
registered  mail,  return receipt  requested;  the day after it is sent, if
sent for next day delivery to a domestic  address by  recognized  overnight
delivery  service (e.g.,  Federal  Express);  and upon receipt,  if sent by
certified or registered mail,  return receipt  requested.  Unless otherwise
changed by notice, in each case notice shall be sent to:

                      If to Executive, addressed to:

                         Charles Lyons
                         4681 W. Hanoverian Way
                         Littleton, Colorado 80123

                      With a copy to:
                         Irell & Manella
                         Suite 900
                         1800 Avenue of the Stars
                         Los Angeles, California  90067
                         Attention:  Ed Zeldow, Esq.
                         Telecopier No.:  (310) 203-7199

                                   -25-

<PAGE>

                      If to Ascent, addressed to:

                         Ascent Entertainment Group, Inc.
                         1200 Seventeenth Street
                         Denver, Colorado 80202
                         Attention: James A. Cronin, III
                         Telecopier No. (303) 595-0823

                      With a copy to:

                         Ascent Entertainment Group
                         1200 Seventeenth Street
                         Denver, Colorado 80202
                         Attention: Arthur M. Aaron
                         Telecopier No. (303) 595-0127

     15.  Miscellaneous.  This Agreement  constitutes the entire agreement,
and supersedes all prior agreements,  of the parties hereto relating to the
subject  matter  hereof,  and  there  are  no  written  or  oral  terms  or
representations  made by either party other than those contained herein. No
amendment,  supplement,  modification  or waiver of this Agreement shall be
binding unless  executed in writing by the party to be bound  thereby.  The
validity,  interpretation,  performance  and  enforcement  of the Agreement
shall be  governed  by the  laws of the  State of  Maryland.  The  headings
contained  herein are for reference  purposes only and shall not in any way
affect the meaning or interpretation of this Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.


                              /s/ Charles Lyons
                                  ---------------------------
                                  Charles Lyons, Executive

                                   -26-

<PAGE>

                              ASCENT ENTERTAINMENT GROUP, INC.


                              By: C.J. Silas
                                  ---------------------------
                              Title: Chairman
<PAGE>