Exhibit 10.3 to
Form 10-Q

                                 EXECUTION COPY

                              EMPLOYMENT AGREEMENT


            This  AGREEMENT is made as of September  11, 1996, by and between On
Command Corporation,  a Delaware corporation ("NEWCO"),  and Robert M. Kavner, a
resident of the State of California (the "Executive").

            WHEREAS,  Ascent  Entertainment  Group, Inc., a Delaware corporation
("Ascent"),    has   entered   into   agreements   with   SpectraVision,    Inc.
("SpectraVision")   to  combine  (the  "Combination")  the  assets  and  certain
liabilities  of  SpectraVision  with  the  assets  of  Ascent's  majority  owned
subsidiary, On Command Video Corporation ("OCV");

            WHEREAS,  Ascent has created  NEWCO as a holding  company to own and
operate the combined assets and businesses of SpectraVision and OCV; and

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

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

      1.    Employment; Duties.

            (a)  Employment  and  Employment  Period.  NEWCO  shall  employ  the
Executive  to serve as  President  and Chief  Executive  Officer  of NEWCO for a
period  (the  "Employment   Period")  commencing  on  September  11,  1996  (the
"Effective  Date") and continuing  thereafter for a term of four years until the
fourth  anniversary of the Effective Date unless  terminated in accordance  with
the provisions of this Agreement.  In the event that Newco 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. The Executive may also
continue to serve as a director of Ascent but would not receive any compensation
for such position in addition to the  compensation  provided in this  Agreement.
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."
Notwithstanding  the foregoing,  if the Combination has not been  consummated by
October  31,  1996 on terms  reasonably  similar  to those  set  forth in the On
Command Corporation Registration Statement on Form S-4 filed with the Securities
and  Exchange  Commission  on August 16, 1996,  and if either  party  desires to
terminate  this  Agreement  as a result  of the  failure  to so  consummate  the
Combination,  then the parties  agree to  negotiate  in good faith an  equitable
basis for such termination in light of all of the circumstances then existing.

            (b) Offices, Duties and Responsibilities. Effective on the Effective
Date, Executive shall be elected President and Chief Executive Officer of NEWCO.
The  Executive  shall  report  directly  and solely to the Board of Directors of
NEWCO (the  "Board").  Throughout  the  Employment  Period,  NEWCO  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 OCV's present headquarters. 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 NEWCO.  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. All employees of NEWCO 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 NEWCO 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 NEWCO, 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 NEWCO shall be (x) in  accordance  with the policies of the Board
and NEWCO's  policies and  procedures,  both as in effect from time to time, and
(y) within the limits of an annual  budget for NEWCO  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 businesses of NEWCO (the  "Business")  in a manner  substantially
consistent  with the customary day to day  operations of comparable  first-class
businesses in the United States.  If the Executive  proposes the  expenditure of
any amounts which exceed the applicable  annual  budgets for NEWCO,  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 NEWCO.  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 NEWCO.  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  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.  NEWCO 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 NEWCO'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  fiscal  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  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 NEWCO 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.  In addition,  in  connection  with  awarding the bonus for any
fiscal year, the Compensation Committee will consider whether the achievement of
the  standards  established  for that  year  have been  materially  affected  by
circumstances beyond the Executive's  reasonable control,  such as acquisitions,
dispositions,  or  limitations  on NEWCO's  ability to raise or deploy  adequate
capital to accomplish  the business  plan approved by the Board.  For the period
from the Effective Date through  December 31, 1996, the Executive  shall receive
an Annual Bonus to be  determined  in the sole  discretion  of the  Compensation
Committee  and which may be equal to 70% of Base Salary pro rated for the period
during which the Executive is employed, but absent the standards described above
will take into consideration  achievement of reasonable goals and objectives for
such period.  During the final partial fiscal year of the Employment Period, the
Annual Bonus shall be based on the standards set by the  Compensation  Committee
for that fiscal year and pro rated for the period  during which the Executive is
employed.

            (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,  life insurance or other benefit
plans as are generally made available by NEWCO to the senior executives of NEWCO
on a  favored  nations  basis,  which  benefits  shall  be  comparable,  in  the
aggregate,  to the benefits available to senior executives of similarly situated
companies;  provided,  however,  for as long as Ascent  owns at least 50% of the
voting equity of NEWCO, such benefits shall not be greater in the aggregate than
those available to the senior  executives of Ascent,  specifically the President
and Chief  Executive  Officer and Executive  Vice  President,  Finance and Chief
Operating  Officer.  Such  benefits  in all  events  shall  include  payment  or
reimbursement of (i) documented  expenses reasonably incurred in connection with
travel  and  entertainment   related  to  NEWCO's  business  and  affairs,  (ii)
documented expenses incurred in connection with the sale of the Executive's home
in Los  Angeles,  California,  the  acquisition  of a home  in the  greater  San
Francisco or San Jose areas and  relocation  of Executive and his family to that
area (with such  expenses to  include,  but not be limited  to,  closing  costs,
seller's  broker's  fees,  title  insurance,   interest  costs  associated  with
maintaining  more than one residence while the other residence is in the process
of being sold,  prepayment  penalties and reasonable  temporary living expenses,
and any loss on such  sale,  without  regard  to such  expenses,  not to  exceed
$200,000)) with such similar documented expenses as described in this subsection
(ii) to be paid in connection with any subsequent relocation of the Executive by
NEWCO during the Employment Period, (iii) a monthly payment for or reimbursement
of automobile  and other  transportation  related  expenses of $1,100 per month,
(iv) documented expenses reasonably incurred,  for a period of one year from the
Effective  Date or until the  Executive  has  purchased  and has  occupied  with
Executive's  family  a home in the  greater  San  Francisco  or San  Jose  area,
whichever is earlier,  in connection with (x) travel between Executive's home in
Los Angeles and NEWCO's  principal  offices,  and (y) local lodging expenses not
otherwise accounted for in (i) above, and (v) Executive's  reasonable legal fees
and costs incurred in connection with the drafting, negotiation and execution of
this Agreement.  All benefits described in the foregoing (i), (ii), (iv) and (v)
that are  reportable as earned or unearned  income will be "grossed up" by NEWCO
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),  (ii),  (iv) and (v)  shall be net of  income  and
employment  taxes thereon.  NEWCO 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 and provided
further that the benefits provided in clauses (i) through (v) above shall not be
reduced at all.  Notwithstanding  the foregoing,  until such time as NEWCO shall
implement  group  health,   dental  and  disability   insurance  plans  for  its
executives, or for a period of one year following the Combination,  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 OCV
immediately prior to the Effective Date.

            (d)   [Intentionally omitted]

            (e)  Stock  Options.  NEWCO  hereby  grants to  Executive  as of the
Effective  Date,  options  ("Options") to purchase  1,041,562  shares of NEWCO's
common stock, par value $0.01 per share (the "Common Stock"). NEWCO will use its
best efforts to register the shares of Common  Stock  underlying  the Options by
filing and  exercising  best efforts to make and keep  effective  for the entire
period of exercise of the Options,  a  Registration  Statement on the  pertinent
form within a reasonable period of time after the Combination. The Options shall
be exercisable in the following amounts at the following  per-share prices:  (i)
eighty percent (80%) of the Options  (833,250  shares) shall be exercisable at a
per-share price of $15.33 and (ii) twenty percent (20%) of the Options  (208,312
shares) shall be exercisable at a per-share price of $17.63; provided,  however,
that if the average of the daily high and low bid prices of the Common  Stock on
the NASDAQ  Stock  Exchange  for the twenty  trading  days  following  the third
trading day after  NEWCO's  public  release of  financial  results for the third
quarter  of 1996 is less than  $17.63,  then the  exercise  price  shall be such
average.  The Options shall be  exercisable  by the  Executive  according to the
following schedule:

                   (i) with respect to 25% of the Option  shares on or after
the commencement of the second year of the Employment Period;

                  (ii)        with respect to an additional 25% of the Option
shares on or after the commencement of the third year of the Employment Period;
and


                  (iii) with respect to an  additional  50% of the Option shares
on or after the commencement of the fourth year of the Employment Period.

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 "NEWCO  change of  control" or a "Change of Control
Event," each as defined in Section  7(a) below,  or upon the  occurrence  of any
event that results in NEWCO'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).  The Options,  to the extent they remain  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 NEWCO (as provided in Section 5(b)) shall have become
effective and final; or

                        (y)   Ten years after the Effective Date.

      The  Options  shall  have  anti-dilution  provisions  identical  to  those
contained in the Warrant  Agreement  between NEWCO and the Warrant Agent related
to the Warrants,  except (i) for  anti-dilution  provisions,  if any, related to
sales of Common  Stock of NEWCO to  non-affiliates,  and (ii) there  shall be no
adjustment for dividends or distributions of cash or assets unless the aggregate
amount thereof  exceeds 15% of the fair market value per share,  rather than the
5% provided in the Warrant Agreement, and the Options shall additionally contain
provisions  permitting  Executive's  cashless  exercise  thereof  by paying  the
exercise price through the delivery of Options valued at the difference  between
the exercise  price of the Options  delivered and the market value of the shares
of Common Stock  underlying such Options.  The Options shall be represented by a
stock  option  agreement  between  Executive  and NEWCO  containing  only  terms
consistent in all material respects with the provisions of this Agreement, which
stock option  agreement shall be prepared by NEWCO and presented for Executive's
review  at least ten (10)  business  days  prior to the  Effective  Date,  shall
otherwise  qualify under Rule 16b-3 of the Securities  and Exchange  Commission,
and may be included under a Stock Option Plan adopted by NEWCO,  which shall not
alter the terms herein related to the option or the Option shares.  In addition,
if NEWCO 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  may be granted  additional
non-statutory stock options but only as determined by the Compensation Committee
in its sole  discretion,  provided that the Executive  acknowledges  that he has
been  advised  by NEWCO that it is NEWCO's  current  intention  not to issue any
additional  options to the Executive  during the three year period following the
Effective Date.  Notwithstanding  any other  provision of this Agreement  except
Section 5(b), the Compensation  Committee may provide in its discretion that any
stock  options  granted to the  Executive  which  have not  vested  prior to his
termination  of  employment  shall  continue  to vest in  accordance  with their
original terms as if the Executive's employment had not terminated.

            (f) Ascent  Benefits.  After the Effective Date, the Executive shall
cease to participate in Ascent's  Non-Employee  Directors  Stock Plan, and shall
forfeit any and all rights and  interests  under such plan;  provided,  however,
that the Executive  shall retain the stock  options and stock awards  previously
granted to him thereunder, which shall continue to vest in accordance with their
original terms as long as the Executive remains employed by NEWCO or is a member
of the Ascent Board of Directors.

            (g) Consulting  Compensation.  If the Executive is still employed by
NEWCO on the date preceding the fourth anniversary of the Effective Date, and if
by such date the Executive  and NEWCO 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,  NEWCO shall retain the  Executive as a  non-exclusive
consultant and, as  compensation  for such  consulting  services,  shall pay the
Executive an amount equal to twenty-five  percent (25%) of his then current Base
Salary for an additional period of twelve (12) 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 NEWCO 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 NEWCO'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 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 Ascent,  NEWCO  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 Ascent 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 NEWCO and of other  companies  with which NEWCO does  business on a
confidential  basis and that Executive will create and develop Trade Secrets for
the benefit of NEWCO.  Trade  Secrets shall  include,  without  limitation,  (a)
literary, dramatic or other works, screenplays,  stories, adaptations,  scripts,
treatments,  formats, scenarios,  characters,  titles of any kind and any rights
therein,  "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 NEWCO (as
the  context  may  require).  Executive  acknowledges  that Trade  Secrets  have
economic  value to NEWCO 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 NEWCO and its
subsidiaries.  During the Employment Period,  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 the Employment
Period 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  NEWCO
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
NEWCO  immediately  of any such court order in order to enable  NEWCO 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 any
industry in which NEWCO  conducts  business 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 NEWCO  immediately of any such court order
in order to enable NEWCO to contest such order's validity.

            (b) Upon the effective date of notice of the  Executive's or NEWCO's
election to terminate this Agreement,  or at any time upon the request of NEWCO,
the Executive (or his heirs or personal  representatives) shall deliver to NEWCO
(i) all  documents  and  materials  containing  or  otherwise  relating to Trade
Secrets or other information  relating to NEWCO's business and affairs, and (ii)
all other documents,  materials and other property  belonging to NEWCO, 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 NEWCO'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 NEWCO pursuant to this Agreement, jointly
or with  others,  that relate to NEWCO's  activities  ("Discoveries  and Works")
shall be owned by NEWCO,  it being  understood  that the  Discoveries  and Works
referred to in this  paragraph  are  limited to those that are made,  disclosed,
reduced to tangible or written form or  description,  or are reduced to practice
by the Executive in the course of his performing services for NEWCO. Discoveries
and Works shall include, without limitation,  literary, dramatic or other works,
screenplays,  stories,  adaptations,  scripts,  treatments,  formats, 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, NEWCO to evidence or better assure title to
such  Discoveries  and  Works  in  NEWCO,  (ii)  assist  NEWCO 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 NEWCO or
thereafter,  all applications or other endorsements  necessary or appropriate to
maintain  copyright  and  other  rights  for NEWCO and to  protect  their  title
thereto.   Any  Discoveries  and  Works  which,  within  sixty  days  after  the
termination of the Executive's employment by NEWCO, are made, disclosed, reduced
to a tangible or written form or description,  or are reduced to practice by the
Executive and which pertain to work performed by the Executive  while with NEWCO
shall,  as between the  Executive and NEWCO be presumed to have been made during
the Executive's employment by NEWCO.

      5.    Termination.  During the Employment Period, Executive's employment
with NEWCO may be terminated only as follows:

            (a) By the  Executive  (an  "Executive  Election")  at any time upon
sixty (60) days  advance  written  notice to NEWCO upon an  "Executive  Election
Event" (as defined  below).  In such event or if the  Executive's  employment is
terminated  by NEWCO  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 the 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 for each year during the Duration Period; and (iii)
all other  benefits  provided  pursuant  to Sections  2(c),  (d) and (e) of this
Agreement.  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 from any such employment obtained shall offset up to fifty
percent (50%) of NEWCO'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.  NEWCO  shall  have the option at any time
during the Duration Period, after prior written notice to the Executive,  to pay
to the Executive in a lump sum the net present  value,  assuming a discount rate
equivalent to the yield to maturity of United States  Treasury Bonds maturing on
the same date as the end of the Duration Period,  of the amounts remaining under
clauses  (i) and (ii) of this  paragraph  (a),  and the  amount of such lump sum
payment  shall be  reduced  by  compensation  actually  paid or  payable  to the
Executive from other employment for the time period remaining on NEWCO's payment
obligation  under this  Agreement  at the time such payment is made on the basis
set forth in the preceding  sentence.  If NEWCO pays such lump sum,  NEWCO shall
have no further  compensation  payment  obligations  under  clauses (i) and (ii)
above. The Executive shall have the right to instruct NEWCO 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 NEWCO's agreement to decrease such payment
shall not result in any liability  from NEWCO 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. NEWCO
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),  NEWCO 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.

            An "Executive Election Event" shall be any of the following: (I) any
change in the  reporting  structure  set forth in Section  1(b) above;  (II) any
requirement that the Executive  perform material services of lesser stature than
those  typically  performed  by  the  president  and  CEO  of  comparably  sized
companies;  (III) any reduction in Executive's  title; (IV) 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; (V) any other  material  default of this  Agreement  which
continues for ten (10) business days following NEWCO's receipt of written notice
from the  Executive  specifying  the manner in which NEWCO is in default of this
Agreement;  (VI) the  Board's  requiring  Executive  to be  based at any  office
location other than the principal  offices of NEWCO, or the relocation,  without
Executive's consent, of such principal offices to a location outside the greater
San  Francisco  and San  Jose  areas  prior  to the  second  anniversary  of the
Effective  Date;  (VII) any  purported  termination  of  Executive's  employment
otherwise than as expressly  permitted by the Agreement;  or (VIII) an action by
the Board, without the prior written consent of the Executive,  which results in
NEWCO materially diminishing the scope or magnitude of those operations in which
it is expected to engage immediately following the Combination.

            (b) By  NEWCO  at  any  time  for  "cause."  For  purposes  of  this
Agreement,  NEWCO shall have "cause" to  terminate  the  Executive's  employment
hereunder  upon (i) the  continued  and  deliberate  failure of the Executive to
perform  those  material  duties  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 failure
continues  for ten (10)  business  days  following  the  Executive's  receipt of
written notice from the Board  specifying those duties which the Executive is so
failing to perform,  (ii) the engaging by the Executive in  intentional  serious
misconduct  that is  materially  and  demonstrably  injurious  to  NEWCO  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 NEWCO's  business,  or (iv) any material breach by
the  Executive of Section 8 hereof.  If NEWCO 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,  NEWCO,  in  full  satisfaction  of all  of  NEWCO's
obligations  under  this  Agreement  and in respect  of the  termination  of the
Executive's  employment with NEWCO,  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 Option and
any other stock options  granted to the Executive  under the NEWCO option or any
successor  plan  or  under  Ascent's  Non-Employee  Director  Stock  Plan  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, NEWCO shall have the right to terminate Executive's  employment
by giving sixty (60) days written  notice to the  Executive to that 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,  (i) 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,
(ii) there will be no  forfeiture,  penalty,  reduction or other adverse  effect
upon any vested  rights or interests  relating to any Fringe  Benefits and (iii)
the Option shall vest in its entirety and shall remain  exercisable for its full
term  as  if  the  Executive  had  not  become  disabled,   notwithstanding  the
limitations of Section 2(e) of this  Agreement.  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 NEWCO.

            (b) If, prior to the  expiration or  termination  of the  Employment
Period,  the Executive shall die, NEWCO 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 upon the Executive's death the Option and
any other stock options  granted to the Executive under the NEWCO 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 NEWCO which may be adopted by the Board.

      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 NEWCO,  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 NEWCO 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 any 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  attorneys'  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 any 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 with NEWCO or its
successor  entity  on the terms of this  Agreement;  or (iii) to  terminate  his
employment by giving sixty (60) days written notice to NEWCO to that effect.  If
the  Executive  elects to terminate his  employment  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 either,  any event as a
result of which a single third party, or "group" as defined in Rule 13d-3 of the
Securities Exchange Act of 1934, as amended, other than Ascent or its affiliates
owns more than fifty percent (50%) of the voting stock of NEWCO (a "NEWCO change
of  control"),  or,  any event as a result  of which a single  third  party,  or
"group"  (as defined  above)  other than COMSAT  Corporation  or its  affiliates
directly or indirectly owns more than fifty percent (50%) of Ascent.

            (b)  In  the  event  that  NEWCO  adopts  any  "change  of  control"
provisions applicable to any NEWCO 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  NEWCO  senior  executives  on a favored
nations basis with respect to the benefits affected by such NEWCO provisions.

      8.    Non-Competition.

            (a) As an  inducement  for NEWCO 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 NEWCO for the entire Employment Period or (ii) one
year following termination of the Executive's employment by NEWCO 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 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,  undertake employment or services for a company engaged in
a business which is or has publicly  announced its intention to become  directly
competitive  with the business  then being  primarily  conducted by NEWCO,  with
respect to any geographic area in which NEWCO then engages in such business,  if
the loyal and complete  fulfillment of the duties of the competitive  employment
or  services  would call upon  Executive  to  reveal,  to make  judgments  on or
otherwise to use Trade Secrets of NEWCO (as defined in Section 3 above) to which
Executive had access by reason of his employment by NEWCO.

            (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 NEWCO) solicit, or assist any person or entity other
than NEWCO to solicit, any officer, director,  executive or employee (other than
an administrative or clerical employee) of NEWCO to leave his or her employment.

            (c) Reasonableness;  Interpretation.  The Executive acknowledges and
agrees,  solely for purposes of determining the enforceability of this Section 8
(and not for  purposes  of  determining  the amount of money  damages or for any
other  reason),   that  (i)  the  markets  served  by  NEWCO  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 NEWCO.  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  NEWCO,
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 NEWCO's  liability  insurance policy for
directors  and  officers to the same extent as other  directors  and officers of
NEWCO. During and after the term of employment, NEWCO hereby agrees to indemnify
and hold  Executive  harmless  against  any and all  claims  arising  from or in
connection  with his  employment  by or  service  to  NEWCO  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 Business and NEWCO,  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,  NEWCO shall be
entitled to seek specific performance and injunctive relief.

      11. Arbitration. (a) Subject to NEWCO'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 NEWCO shall be settled by  arbitration  which
shall be conducted in the greater San Francisco and San Jose,  California  area,
or any other  location  where the  Executive  then  resides at NEWCO'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 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 the greater San Francisco and San Jose,  California area or any other
location where the Executive then resides at NEWCO'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.  NEWCO's  rights  and
obligations  under this  Agreement  shall not be  assignable  by NEWCO except as
incident to the transfer, by merger or otherwise, of all or substantially all of
the business of NEWCO. In the event of any such assignment by NEWCO,  all rights
of NEWCO hereunder shall inure to the benefit of the assignee.

      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:

                  Robert M. Kavner
                  331 S. Cliffwood
                  Los Angeles, CA 90049

            With a copy to:

                  Robert Adler, Esq.
                  Munger, Tolles & Olson
                  355 South Grand Ave.
                  35th Floor
                  Los Angeles, CA 90071
                  Telecopier No. (213)687-3702

            If to NEWCO, addressed to:

                  On Command Corporation c/o
                  Ascent Entertainment Group, Inc.
                  1200 Seventeenth Street
                  Denver, CO 80202
                  Attention: Charlie Lyons
                  Telecopier No. (303) 595-0823


<PAGE>



            With a copy to:

                  Ascent Entertainment Group, Inc.
                  1200 Seventeenth Street
                  Denver, CO  80202
                  Attention: Arthur M. Aaron, Esq.
                  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  California.  The  headings  contained  herein  are for  reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

/THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK/


<PAGE>



      IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement on
October 10, 1996.


                              /s/_____________________________
                                 Robert M. Kavner, Executive


                             ON COMMAND CORPORATION


                         By:___________________________
                                     Title: