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                                                                    EXHIBIT 10.3

                               FIRST AMENDMENT TO
                           1996 STOCK INCENTIVE PLAN
                                        
     The 1996 Stock Incentive Plan (the "Plan") of College Television Network,
Inc. (the "Company") (formerly Laser Video Network, Inc.) is hereby amended as
follows:

                                       1.

     All references in the Plan to Laser Video Network, Inc. are deleted, and
the name "College Television Network, Inc." is substituted therefor in each
instance.

                                       2.

     Section 1.2.1 of the Plan is amended by deleting the first three sentences
thereof and substituting therefor the following:

     Subject to Section 1.2.6, the Plan shall be administered by the Stock
     Option and Compensation Committee (the "Committee") of the Board of
     Directors of the Company (the "Board"), which Committee shall consist of
     not fewer than two directors and to which the Board shall grant power to
     authorize the issuance of the Company's capital stock pursuant to awards
     granted under the Plan.  The  members of the Committee shall be appointed
     by, and serve at the pleasure of, the Board.  The membership of the
     Committee shall at all times be constituted so as not to adversely affect
     the compliance of the Plan with the requirements of Rule 16b-3 ("Rule 16b-
     3") promulgated under the Securities Exchange Act of 1934 (the "1934 Act"),
     to the extent it is applicable, or with the requirements of any other
     applicable law, rule or regulation.

                                       3.

     Section 1.5.1 of the Plan is amended by deleting the first sentence thereof
in its entirety and substituting therefor the following new first sentence:
"The total number of shares of common stock of the Company, par value $.005 per
share ("Common Stock"), with respect to which awards may be granted pursuant to
the Plan shall be 300,000 shares."

                                       4.

     Section 3.7 of the Plan is amended by deleting in its entirety Section
3.7.1 and substituting therefor the following new Section 3.7.1:

     Except as provided in Section 3.7.3, the Board may determine, in its
     discretion, that, in the event of a Change in Control, all options granted
     under this Plan shall be fully vested and immediately exercisable. For
     purposes of this Section 3.7, a "Change in Control" shall be deemed to have
     occurred upon the happening of any of the following:
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     (i) The consummation of any merger, reverse stock split, recapitalization
     or other business combination of the Company, with or into another
     corporation, or an acquisition of securities or assets by the Company,
     pursuant to which the Company is not the continuing or surviving
     corporation or pursuant to which shares of Common Stock would be converted
     into cash, securities or other  property, other than a transaction in which
     the majority of the holders of Common Stock immediately prior to such
     transaction will own at least 25 percent of the voting power of the then-
     outstanding securities of the surviving corporation immediately after such
     transaction, or any sale, lease, exchange or other transfer (in one
     transaction or a series of related transactions) of all, or substantially
     all, of the assets of the Company (other than a transfer of assets as
     collateral to secure a debt of the Company), or the liquidation or
     dissolution of the Company; or

     (ii) A transaction in which any person (as such term is defined in Sections
     13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity
     (other than the Company or any profit-sharing, employee ownership or other
     employee benefit plan sponsored by the Company or any subsidiary, or any
     trustee of or fiduciary with respect to any such plan when acting in such
     capacity, or any group comprised solely of such entities):  (A) shall
     purchase any Common Stock (or securities convertible into Common Stock) for
     cash, securities or any other consideration pursuant to a tender offer or
     exchange offer, without the prior consent of the Board, or (B) shall become
     the "beneficial owner" (as such term is defined in Rule 13d-3 under the
     Exchange Act), directly or indirectly (in one transaction or a series of
     transactions), of securities of the Company representing 50% or more of the
     total voting power of the then-outstanding securities of the Company
     ordinarily (and apart from the rights accruing under special circumstances)
     having the right to vote in the election of directors (calculated as
     provided in Rule 13d-3(d) in the case of rights to acquire the Company's
     securities).

                                       5.

     Section 3.7 of the Plan is further amended by adding a new Section 3.7.3,
which shall read as follows:

          In the event of a Change of Control in which the Company is merged
     into another company and the Company is not the surviving entity and the
     only principal consideration exchanged is stock of either entity or any
     affiliated entity of either entity, the Board of Directors and officers of
     the Company shall use their best efforts to negotiate the rollover of all
     options and awards granted under this Plan to options and awards under an
     incentive plan of the surviving entity in the merger or replacement options
     and awards with respect to the surviving entity, in a manner consistent
     with section 424 of the Code and the regulations promulgated

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     thereunder, in order to ensure that incentive stock options granted under
     this Plan shall continue to be incentive stock options, and the other
     options and awards shall continue to have essentially equivalent economic
     value and features following the merger. In the event such a rollover or
     replacement is not successfully negotiated, then all options and other
     awards granted under this Plan shall become fully vested and immediately
     exercisable prior to the merger, and all restrictions and limitations under
     this Plan related to restricted stock or other stock-based awards shall be
     deemed to have expired immediately prior to the merger, in which event the
     Company shall notify the grantees of their rights to exercise their options
     or other rights as holders of unrestricted awards under this Plan.
     Notwithstanding any other provision of this Plan, in the event of a Change
     of Control in which the Company is the surviving entity in a merger and the
     only principal consideration exchanged is stock of either entity or the
     merged entity, the outstanding options and awards granted under this Plan
     shall remain in full force and effect, with no acceleration as to their
     vesting or exercisability.

                                       6.

     Section 3.14 of the Plan is deleted in its entirety, and the following new
Section 3.14 is substituted therefor:  "All rights and obligations under the
Plan shall be construed and interpreted in accordance with the laws of the State
of Delaware (without regard to choice of law provisions)."

     The foregoing amendment shall be effective as of the date which is 20 days
after mailing an Information Statement to Shareholders disclosing the approval
of the amendment by the holder of a majority of the outstanding common stock of
the Company, in the manner required by Section 14(c) of the Securities Exchange
Act of 1934, as amended.

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