SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 FORM 10-Q/A

              [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For Quarter Ended September 30, 1997

                                      or

              [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
                      For the transition period from n/a to n/a

                          Commission File Number 0-27192

                          ASCENT ENTERTAINMENT GROUP, INC.
               (Exact name of registrant as specified in its charter)


                   Delaware                        52-1930707
          (State or other jurisdiction of        (I.R.S. Employer
          incorporation or organization)         Identification No.)

                                One Tabor Center  
                        1200 Seventeenth Street, Suite 2800
                             Denver, Colorado  80202
                     (Address of principal executive office)

                                (303) 626-7000
                (Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 
15(d) of the Securities Exchange Act of 1934 during the preceding twelve (12) 
months (or for such shorter period that the Registrant was required to file 
such reports), and (2) has been subject to such filing requirements for the 
past 90 days.     Yes X       No__     

The number of shares outstanding of the Registrant's Common Stock as of 
September 30, 1997 was 29,755,600 shares.





<PAGE>

EXHIBIT INDEX

No. 10.1        Buena Vista International, Inc. - Beacon 
                Communications Corp. Letter Agreement dated 
                as of April 1, 1996 (Confidential Treatment 
                Requested).

No. 10.2        Term Sheet for Local Television License 
                Agreement for the Denver Nuggets and Colorado 
                Avalanche between Ascent Entertainment Group, 
                Inc. and Fox Sports Rocky Mountain (Confidential 
                Treatment Requested).

No. 27.0        Financial Data Schedule


<PAGE>




SIGNATURES



Pursuant to the requirements of the Securities and Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned and thereunto duly authorized.

Ascent Entertainment Group, Inc.


By:     /s/ Arthur M. Aaron
     Arthur M. Aaron
     Vice President Business and
     Legal Affairs

Date:     November 21, 1997


<PAGE>

EXHIBIT 10.1

^ Confidential Treatment Requested

As of April 1, 1996


Beacon Communications Corp.
1041 North Formosa Avenue   Suite 200
Santa Monica Building
Los Angeles, CA 90046

Re: "AFO"

Gentlemen:

     The following sets forth the terms of the agreement between Buena Vista 
International, Inc. ("BVI") and Beacon Communications Corp.           
("BEACON") with respect to the acquisition of exclusive distribution and other 
rights by BVI to the proposed full length theatrical motion picture 
tentatively entitled "AFO", formerly known as "Air Force One" and "The 
Untitled Harrison Ford Project" (the "PICTURE").

     1.     CONDITIONS PRECEDENT:  BVI shall have no obligation under this 
Agreement unless and until:  (a) BVI approves chain-of-title and all other 
relevant underlying agreements relating to production and distribution of the 
Picture in the BVI Territory (as defined below) as may be reasonably required 
by BVI (BVI shall have Twenty [20] business days to object to any documents 
supplied by Beacon or to request additional documentation after initial 
documentation is delivered to BVI); (b) Beacon has executed and delivered all 
documents in form and substance satisfactory to BVI to grant to BVI and to 
perfect a security interest in and to the Picture in the BVI Territory (as 
defined below) including, without limitation, BVI's distribution rights 
therein and all products, proceeds and revenues derived from the exploitation 
of the Picture in the BVI Territory (as defined below) including, but not 
limited to, UCC-1, security agreements, and mortgages of copyright; (c) fully 
executed agreements, satisfactory in form to BVI, from all prior lienholders 
in the Picture stating that if any or all of them foreclose their respective 
liens, they, and/or any purchaser of the Picture, will be subject to the terms 
of this Agreement and that BVI shall quietly and peacefully enjoy and possess, 
during the entire period of its exclusive rights hereunder, all of the 
distribution and other rights herein granted and agreed to be granted to BVI; 
and (d) Beacon makes Complete Delivery (as defined below) on or before 
SEPTEMBER 1, 1997 ("DELIVERY DATE") (subject to the terms of Paragraph 22. and 
Paragraph 23. below) of the Picture which conforms to the following (provided, 
that each of the following specifications is of the essence of this Agreement; 
provided, further, that for such time as BVI in its reasonable business 
judgment determines that Beacon will make Complete Delivery of the Picture in 
conformity with each of the following [and subject to the terms hereof]) 
conditions, BVI shall perform its obligations under subparagraph 3.a. below 
with respect to "cash flowing" the Picture; provided, however, that if BVI 
determines that one (1) or more of the following conditions will not be 
satisfied, BVI shall be relieved of its obligation to pay the Advance (as 
defined below) and the Additional Advance (as defined below), as 
applicable, and BVI shall have the right to terminate this Agreement by 
written notice to Beacon (provided, that if BVI should so terminate the 
Agreement, then Beacon shall within Thirty [30] days following such 
termination by BVI pay BVI an amount equal to all sums theretofore paid to 
Beacon by BVI hereunder [with interest at the rate specified in subparagraph 
3.a. below, from the date of receipt of such funds by Beacon, in each 
instance])  (i) the Picture shall be shot in color and on 35 millimeter or 70 
millimeter film stock, technically suitable for first class theatrical 
distribution; (ii) the Picture shall be shot with an aspect ratio of 2.35:1 
and without use of a hard matte; (iii) the Picture shall be shot in the 
English language; (iv) the Picture shall be shot substantially in accordance 
with such version of the script "Air Force One", written by Andrew Marlowe, as 
was approved by BVI on September 15, 1996; (v) the Picture shall star Harrison 
Ford ("Ford") as the President of the United States; (vi) the Picture shall be 
directed by Wolfgang Petersen ("Petersen") (or by such other director as is 
approved in writing by BVI prior to the commencement of principal photography, 
provided, that subject to the terms of this subparagraph 1.(d)(vi), Petersen 
shall not be deemed an "essential element" of the Picture); (vii) the Picture 
has an MPAA (or successor organization) rating no more restrictive than "R" 
rating; (viii) the Picture shall be not less than Ninety (90) minutes and not 
more than One Hundred Twenty Six (126) minutes including credits; (ix) the 
Certified Negative Cost (as defined below) of the Picture is an "all in" 
figure of not less than ^ ^ Million Dollars ^ ^; (x) Beacon shall obtain all 
synchronization, performance and master use music licenses reasonably required 
by BVI on a complete buy-out basis for all media to exercise any and all of 
the rights granted in this Agreement including the right to advertise and 
promote the Picture without payment by BVI to any third party, excluding 
performing rights payments; and (xi) Beacon shall deliver to BVI all items 
specified in Exhibit "DR", at Beacon's sole cost.

2.  DISTRIBUTION:

          a.  Beacon does hereby irrevocably grant, assign and license to BVI 
the exclusive right, title and interest in and to the Picture and each of its 
elements and all exclusive rights to distribute, exhibit, market and exploit 
the Picture in any and all manner and all languages and in all media, now 
known or hereafter devised including, without limitation, theatrical, 
non-theatrical, all forms of home video cassettes/discs, cartridges, video on 
demand, near video on demand, DVD, CVD, tapes or similar devices, and any 
other formats or delivery systems now known or hereafter devised (including, 
without limitation, so-called interactive formats [e.g. CD-I, CD-ROM, etc.]) 
which are intended primarily for home viewing ("VIDEOGRAMS") and all forms of 
television including, without limitation, standard, non-standard, 
subscription, pay television, cable and basic cable, satellite, etc. 
(including pay-per-view), fiber optic and digital delivery systems, etc. 
("TELEVISION"); novelization; the right to advertise, publicize and promote 
the Picture including, without limitation, the right to excerpt and/or 
synopsize the Picture and/or screenplay for the Picture (provided, that any 
such excerpt and/or synopsis shall not exceed Seven Thousand Five Hundred 
[7,500] words in length); commercial tie-ins (subject to the rights of 
principal talent under their respective agreements with Beacon [all relevant 
portions of which Beacon agrees to deliver pursuant to the delivery provisions 
of subparagraph 3.i. below]); the right to change the title of the Picture; 
the right to finance and/or produce (if none currently exists) and distribute 
a "making of" promotional film (subject to the rights of Harrison Ford of 
which Beacon gives BVI written notice at the time of Complete Delivery [as 
defined below]); the right to cut or edit the Picture (subject to the terms of 
Paragraph 5. below, the terms of the DGA Agreement and to the rights of the 
director under the director's agreement with Beacon [of which rights Beacon 
shall give BVI written notice as part of Complete Delivery (as defined below) 
of the Picture to BVI]); the right to subtitle and dub the Picture (subject to 
the rights of third parties, of which Beacon shall give BVI written notice as 
part of Complete Delivery of the Picture to BVI); the right with respect to 
all persons appearing in the Picture or performing production services therein 
to issue and authorize publicity concerning such persons and the right to use, 
reproduce, transmit, broadcast, exploit, publicize and exhibit their names and 
likenesses (subject to third party agreements with Beacon, of which Beacon 
shall deliver a written account of pertinent points pursuant to the delivery 
provisions of subparagraph 3.i. below) in transcriptions, advertising, 
distribution and exploitation of the Picture in the following territories: (i) 
the universe, excluding the United States and Canada; and (ii) all of the 
respective territories, protectorates and possessions of each country in the 
universe (excluding the territories and possessions of Canada and all 
territories, possessions and commonwealths [including Puerto Rico] of the 
United States), including planes and ships flying the flag of any of such 
countries, wherever situated (altogether, the "BVI TERRITORY").  The countries 
not included in the BVI Territory shall be referred to as the "BEACON 
TERRITORY".  Each party shall be solely responsible for all distribution costs 
and expenses in connection with the Picture in its respective territory 
including, without limitation, advertising costs and costs associated with the 
manufacture of prints and Videograms (provided, that BVI's distribution costs 
and expenses in connection with the Picture shall be subject to recoupment as 
provided hereinbelow).

          b.  The term of this Agreement (the "TERM") shall commence as of the 
date hereof and continue in perpetuity.

          c.  BVI agrees to comply with the credit and billing requirements 
specified by Beacon, subject to applicable guild requirements (it is 
understood and agreed that BVI will abide by any and all third party credit 
restrictions of which it receives written notice, which Beacon agrees to 
provide pursuant to the delivery provisions of subparagraph 3.i. below).  
Beacon agrees that in the BVI Territory the Picture shall include a BVI 
distributor's credit and a BVI presentation credit in accordance with the 
terms of subparagraph 2.f. below.  Beacon agrees that a subdistributor in the 
BVI Territory may include a distributor's credit (on a separate title card 
which also includes a logo selected by such subdistributor).  Beacon may not 
use the BVI name, or the name of any parent, subsidiary or affiliate of BVI in 
connection with Beacon's distribution and/or exploitation of the Picture in 
the Beacon Territory.  No casual or inadvertent failure by BVI or any of its 
subdistributors or licensees to comply with the credit and billing 
requirements specified by Beacon shall constitute a breach of this Agreement.  
BVI agrees to cure any such failure to comply on a prospective basis; 
provided, that such cure can be effected without material expense to BVI.

          d.     Except as specifically set forth herein, all other rights in 
the Picture are retained by Beacon including, without limitation: (i) literary 
publishing rights (excluding novelization rights); (ii) soundtrack rights 
(provided, that such rights shall be subject to the terms of Paragraph 7. 
below); (iii) music publishing rights (provided, that such rights shall be 
subject to the terms of Paragraph 7. below); and (iv) the right to exploit 
so-called merchandising rights ("RESERVED RIGHTS"); provided, however, that 
BVI (and affiliates) shall have the right to purchase and/or create 
promotional aids, point of purchase materials, etc., to sell or give away in 
conjunction with the marketing and publicizing of the Picture as contemplated 
hereunder; provided, further, that BVI shall not have the right to sell such 
materials to the general public.  It is understood and agreed that "Sequel 
Rights" (as defined below) to the Picture shall be subject to the terms of 
Paragraph 12. below. 

          e.       All "Theme Park Rights" in the Picture in the BVI Territory 
as well as all "Location Based Entertainment Rights" in the Picture throughout 
the BVI Territory shall be "frozen" as between BVI, on the one hand, and 
Beacon, together with Beacon's licensees and assigns, on the other hand (i.e. 
neither party shall have the right to exploit either the "Theme Park Rights" 
or the "Location Based Entertainment Rights" without the prior written consent 
of the other); provided, that Beacon shall use its best efforts to acquire 
Theme Park Rights as well as Location Based Entertainment Rights at the time 
of contracting for the services of third parties in connection with the 
Picture.  As used herein, "THEME PARK RIGHTS" shall mean the sole and 
exclusive right, during the Term, to use the Picture, characters, scenes, sets 
and props therefrom and elements thereof and/or footage from the Picture in 
theme parks including, without limitation, Disney's theme parks and Studio 
Tours, as elements thereof.  As used herein, "LOCATION BASED ENTERTAINMENT 
RIGHTS" shall mean the sole and exclusive right, during the Term, to use the 
Picture, characters, scenes, sets, props and/or footage from the Picture 
therefrom and elements thereof and/or footage from the Picture in so-called 
"location based entertainment centers" as elements thereof.  

          f.     Beacon agrees that the Picture shall include a BVI 
distributor's credit and a BVI presentation credit in accordance the 
following:

               (i)     In the BVI Territory, the Picture shall include a BVI 
distributor's credit (or other logo of the Walt Disney Studios Motion Picture 
Group) in a form to be determined by BVI in its sole discretion on a separate 
card in the main titles which may have an animated logo of BVI (or other label 
of the Walt Disney Studio Motion Picture Group to be determined in the sole 
discretion of BVI).  BVI may use the aforementioned distributor's credit both 
on-screen (on the aforesaid one [1] card) and in advertising and promotion for 
the Picture (i.e. display of the aforesaid logo in advertisements, etc.).  

               (ii)     In the BVI Territory, in addition to the distributor's 
credit specified in subparagraph 2.f.(i) above, the Picture shall include (A) 
a presentation credit (to Touchstone Pictures, Hollywood Pictures or other 
presentation credit as BVI deems appropriate) in the main titles, and in all 
paid advertising in the BVI Territory above or before the title of the Picture 
and (B) a logo credit (to Touchstone Pictures, Hollywood Pictures or other 
presentation credit as BVI deems appropriate) in the main and end titles and 
in all paid advertising and promotion for the Picture.

          g.     BVI agrees that the Picture shall include the following 
Beacon credits:

               (i) In the BVI Territory, Beacon shall be accorded a 
presentation credit immediately following BVI's presentation credit (or the 
presentation credit to any other BVI-related entity to which BVI has assigned 
its presentation credit), in the main titles (if any, and otherwise in the end 
titles) and in paid advertisements in which BVI receives its presentation 
credit, in the billing block portion (if any) of paid ads (including excluded 
ads) issued by or under the control of BVI in which the "Regular Billing 
Block" appears (i.e., in which credit is accorded in such billing block to the 
cast, producers, directors, writers, etc.) in substantially the form, "in 
ASSOCIATION with Beacon Films" (on a separate card) in the same size as BVI's 
presentation credit. 

               (ii) In the BVI Territory, a company logo for Beacon may appear 
as an animated logo on screen in any one sheets for the Picture issued or 
controlled by BVI in which BVI's logo appears and in paid advertisements 
(including excluded ads) for the Picture issued or controlled by BVI.  Such 
logos shall be equal in size to BVI's logo (provided, that in determining the 
size of such logos, BVI may take into account the relative physical characterist
ics of such logos and may depict such logos proportionately).  Placement of 
such logos on screen shall be as follows:  Beacon's logo shall appear 
immediately following BVI's logo in the main titles and Beacon's logo shall 
appear immediately preceding BVI's logo in the end titles.  Placement of such 
logos in one sheets and in the billing block portion of paid advertisements 
shall be substantially comparable to placement of BVI's logo (e.g., if BVI's 
logo appears in the lower right hand corner of the billing block, Beacon's 
logos shall appear in the lower left hand corner of such billing block). 

               (iii) In the BVI Territory, Beacon shall be accorded a 
"produced by" credit naming up to two (2) individuals designated by Beacon in 
substantially the form "Produced by __ _______________", as follows: (A) below 
or after the title, on screen on a separate card in the main titles (if any, 
and otherwise in the end titles), in an average size of type not less than the 
average size type utilized to accord any other such producer an individual 
credit on screen; (B) in the billing block portion (if any) (i.e., if there is 
no billing block such credit shall not be accorded) of paid ads issued or 
controlled by BVI in which the Regular Billing Block appears, below or after 
the regular (not artwork) title in such billing block, in an average size of 
type not less than the average size of type utilized to accord the director an 
individual credit in such billing block; and (C) in the billing block portion 
(if any) (I.E., if there is no such billing block such credit shall not be 
accorded) of excluded ads issued or controlled by BVI in which the director is 
accorded an individual credit in such billing block, below or after the 
regular (not artwork) title in such billing block, in an average size of type 
not less than the average size of type utilized to accord credit to any other 
such producer in such billing block.  Notwithstanding the foregoing, the 
designee(s) of Beacon shall not be entitled to receive credit in 
congratulatory, nomination and/or award ads (naming only the person[s] 
honored), ads announcing a personal appearance (naming only the person[s] 
making the appearance), radio ads and audio portion of teasers, trailers and 
television ads.  Subject to applicable guild restrictions, placement of such 
credits on screen and in paid ads shall be immediately following the writing 
credit(s). 

               (iv) In the BVI Territory, Beacon shall be accorded executive 
producer credit to two (2) individuals to be designated by Beacon in 
substantially the form "Executive Producer _____________", as follows: (A) 
below or after the title, on a separate card in the main titles (if any, and 
otherwise in the end titles), in an average size of type not smaller than the 
average size of type utilized to accord credit to the aforesaid producer of 
the Picture (specified in subparagraph 2.g.[iii] above) on screen and in the 
billing block portion (if any) (i.e., if there is no billing block such credit 
shall not be accorded) of paid ads issued or controlled by BVI in which the 
"Produced by" credit set forth in subparagraph 2.g.(iii) above is accorded, 
below or after the regular (not artwork) title in such billing block, in an 
average size of type not smaller than the average size of type utilized to 
accord individual credit to the aforesaid producer of the Picture in such 
billing block; and (B) in the billing block portion (if any) (i.e., if there 
is no such billing block such credit shall not be accorded) of excluded ads 
issued or controlled by BVI in which the director is accorded an individual 
credit in such billing block, below or after the regular (not artwork) title 
in such billing block, in an average size of type not less than the average 
size of type utilized to accord credit to the aforesaid producer in such 
billing block.  Notwithstanding the foregoing, the designee(s) of Beacon shall 
not be entitled to receive credit in congratulatory, nomination and/or award 
ads (naming only the person[s] honored), ads announcing a personal appearance 
(naming only the person[s] making the appearance), radio ads and audio portion 
of teasers, trailers and television ads.  Subject to applicable guild 
restrictions, placement of such credits on screen and in paid ads shall be 
immediately following the  credit to the Director of Photography. 

          h.     The rights granted by Beacon to BVI in this Paragraph 2. 
shall be referred to herein as the "Rights Granted".

     3.     COMPENSATION TO BEACON:

          a.      ADVANCE:  

                    (i)     Beacon agrees to make Complete Delivery (as 
defined below) of the Picture to BVI in accordance with Exhibit "DR" (free and 
clear of any claims, liens or encumbrances [excluding only laboratory liens, 
customary security interests granted to applicable guilds (if any) and/or to a 
completion guarantor providing a completion guarantee in connection with the 
Picture, and the security interest granted to BVI pursuant to this Agreement, 
all as specifically set forth on Exhibit "PE", which is attached hereto and 
incorporated herein by this reference (the "Permitted Encumbrances")], except 
as otherwise agreed to by the parties hereto in advance and in writing) on or 
before the Delivery Date (as defined below).  BVI agrees to pay Beacon 
(provided, that Beacon is not in breach or default of any of its 
representations, warranties, covenants or agreements hereunder and subject to 
the terms, conditions and provisions hereof [including, without limitation, 
subparagraph 1.d. above]) and Beacon agrees to accept as full consideration 
for the rights granted to BVI by Beacon herein an amount ("ADVANCE") which 
shall be determined in accordance with the following:  The amount of the 
Advance shall be equal to ^ ^ Dollars ^ ^; provided, that the sum of the 
Advance and the Additional Advance (as defined below) shall not exceed an 
amount which is equal to ^ ^ percent ^ ^ of the Certified Negative Cost (as 
defined below and subject to the terms of Paragraph 8. below) of the Picture 
(provided, that such amount does not include interest which shall begin to 
accrue during the Production Period [as defined below]), subject to the terms 
of subparagraph 3.m. below.  The Advance (together with interest thereon, 
which shall accrue at the rate specified in subparagraph V.C. of Exhibit "NP", 
which is attached hereto and incorporated herein by this reference [as 
modified by Rider "NP", which is attached hereto and incorporated herein by 
this reference]) shall be recoupable in accordance with the terms of 
subparagraphs 3.b., 3.c., 3.d., 3.e. and 3.f. below and Exhibit "NP"; 
provided, that subject to the terms of this subparagraph 3.a. and of 
subparagraphs 3.e. and 3.f. below, ^ ^.  The Advance shall be payable to 
Beacon by BVI in accordance with one (1) of the following to be determined by 
Beacon in its good faith business judgment:  (A) pursuant to a "Cash Flow 
Schedule" for the Picture which shall reflect the pro rata portion of the 
Validated Budget (as defined below), subject to the terms of Paragraph 8. 
below, for the Picture represented by the Advance and the Additional Advance 
over the course of pre-production, production and post-production of the 
Picture ("PRODUCTION PERIOD") (provided, that the aforesaid "Cash Flow 
Schedule" shall be subject to the prior written approval of BVI; provided, 
further, that the aforesaid "Cash Flow Schedule" shall be subject to the terms 
of Paragraph 8. below); or (B) One Hundred percent (100%) of the Advance on 
Complete Delivery (as defined below) of the Picture by Beacon to BVI.  It is 
understood and agreed that Beacon has elected to be paid the Advance in 
accordance with the terms of subparagraph 3.a.(i)(A) above.  Interest on the 
Advance shall commence to accrue at such time as the Advance (or portions 
thereof) is actually paid to Beacon hereunder.  Beacon shall submit a "Cash 
Flow Schedule" for approval by BVI on or before the commencement of principal 
photography of the Picture.

               (ii)     Beacon shall have the right exercisable by written 

notice to BVI to an Additional Advance ("ADDITIONAL ADVANCE") equal to an 
amount not greater than ^ ^ Million Dollars ^ ^; subject to the aforesaid 
provision that the sum of the Advance and the Additional Advance shall not 
exceed an amount which is equal to ^ ^ percent ^ ^ of the Certified Negative 
Cost for the Picture (subject to the terms of subparagraph 3.m. below).  It is 
understood and agreed that Beacon has elected to be paid an Additional Advance 
in the amount of ^ ^ Dollars ^ ^.  Such Additional Advance shall be paid 
pursuant to the "Cash Flow Schedule" specified in subparagraph 3.a.(i)(A) 
above.  BVI shall have the right to recoup the Additional Advance (together 
with interest thereon, which shall accrue at the rate specified in 
subparagraph V.C. of Exhibit "NP") from all Gross Receipts (as defined below) 
earned by BVI from the exploitation of the rights in the Picture granted 
herein including, without limitation, Gross Receipts attributable to BVI's 
exercise of the theatrical distribution rights in the Picture hereunder.

               (iii)  Beacon agrees that the Advance and the Additional 
Advance shall be used solely for the purpose of paying the costs of production 
of the Picture included in the Certified Negative Cost of the Picture.  Any 
portions of the Advance paid by BVI to Beacon shall be remitted by Beacon to 
Presidential Productions, Inc. ("PPI") for the purpose of paying such costs of 
production of the Picture.  Beacon hereby irrevocably authorizes and directs 
BVI to pay the Advance and the Additional Advance into a production account (or 
as otherwise directed by the Guarantor [as defined below] or by its agent 
International Film Guarantors, L.P. ["IFG"] under the Completion Guaranty  
Agreement [as defined below]) for use as specified in the Completion Guaranty 
Agreement, dated as of __________, 1996, between BVI and Fireman's Fund 
Insurance Company ("Guarantor").  Any payment of the Advance and/or the 
Additional Advance by BVI to the aforesaid production account (or as otherwise 
directed by the Guarantor or IFG under the Completion Guaranty Agreement) 
shall be deemed to be payments made to and for the benefit of Beacon 
hereunder, shall satisfy BVI's obligations to Beacon hereunder to the extent 
of such payments made to the aforesaid production account (or as otherwise 
directed by Guarantor or IFG under the Completion Guaranty Agreement), and 
shall be in reduction of the Advance and/or the Additional Advance payable to 
Beacon hereunder.

          b.     CONTINGENT COMPENSATION: "GROSS RECEIPTS" shall be defined 
pursuant to the applicable provisions of Exhibit "NP" throughout the BVI 
Territory.  Gross Receipts, which shall include the Videogram Receipts, as set 
forth in subparagraphs 3.c., 3.d. and 3.e. below, shall be subject to the 
exclusions and deductions set forth in Exhibit "NP" (subject to the terms of 
Paragraph 26. below), inclusive of distribution, manufacturing, duplication 
and advertising related to Videograms.  Subject to the terms of subparagraph 
3.f. below, BVI shall deduct and retain the following from Gross Receipts 
(provided, that in accordance with the provisions of subparagraph 3.a. above, 
the Advance and interest on the Advance shall not be recouped from Gross 
Receipts attributable to exercise by BVI of the theatrical distribution rights 
in the Picture, subject to the provisions of subparagraphs 3.e. and 3.f. 
below) in the following order of priority and on a continuing basis:

               (i)  BVI shall first deduct and retain for its own account the 
following distribution fees from the Gross Receipts;

                    (A)     theatrical/non-theatrical, all Television and 
Videograms (provided, that the application of this subparagraph 3.b.[i][A] 
shall be subject to the terms of subparagraph 3.c. below) - ^ ^.

                    (B)     The respective distribution fees provided for in 
subparagraph 3.b.(i)(A) above shall not include third party distributor fees, 
if any.  The following caps (i.e. points which the distribution fees shall not 
exceed) shall apply to the sum of (x) the respective BVI distribution fees set 
forth above and (y) any applicable third party distribution fees:  (aa) 
theatrical/non-theatrical - ^ ^; (bb) Television - ^ ^; and (cc) Videograms - 
^ ^ (provided, that the terms of this subparagraph 3.b.[i][B][cc] are 
applicable only in the case of third party distributors which report to BVI on 
the basis of One Hundred percent [100%] of the gross receipts of such third 
party distributors).  By way of example only, the theatrical/non-theatrical 
distribution fee provided for in subparagraph 3.b.(i)(A) shall not exceed ^ ^ 
on an "all-in" basis (including third party distribution fees, as applicable) 
i.e. the total amount of (dd) distribution fees deducted and retained by BVI 
and (ee) third party distribution fees shall not exceed ^ ^ of 
theatrical/non-theatrical Gross Receipts (the fees referenced in subparagraphs 
3.b.[i][A] and 3.b.[i][B] shall be referred to herein as "DISTRIBUTION FEES").

                    (C) For purposes of clarity, BVI in determining whether to 
avail itself of existing self-distribution options shall accord the Picture 
treatment under this subparagraph 3.b.(i) which is similar to that accorded to 
other third party BVI acquired product.

                    (D) The parties agree that the Distribution Fee applicable 
to novelization Gross Receipts (if any) shall be equal to that set forth in 
subparagraph 3.b.(i)(A) above, subject to the terms of subparagraph 3.b.(i)(B) 
above.

               (ii)  BVI shall next deduct and retain all distribution costs 
paid or incurred by BVI in commercially exploiting the Picture including, 
without limitation, residuals, so-called "off the tops", the Videogram Costs 
(as defined below), print and advertising costs, delivery costs paid or 
incurred by BVI, subtitling and dubbing costs, all distribution costs 
customarily paid or incurred in connection with the exercise of novelization 
rights in the Picture (including, without limitation, sales, marketing and 
fulfillment, development and manufacturing costs), and all other customary 
Distribution Costs, as defined in Paragraph IV. of Exhibit "NP" (the costs 
referenced in this subparagraph 3.b.[ii] shall be referred to herein as 
"DISTRIBUTION COSTS") (provided, that there shall be no so-called "double 
deductions" of Distribution Costs hereunder by BVI);

               (iii) BVI shall next deduct and retain interest on the 
Additional Advance;

               (iv)      BVI shall next deduct and retain the Additional 
Advance;

               (v) BVI shall next deduct and retain interest on the Advance 
(less such portion of the Advance [if any] which BVI shall have recouped 
pursuant to the terms of subparagraph 3.[f]. below);

               (vi) BVI shall next deduct and retain the Advance as set forth 
in subparagraph 3.a. above (subject to the terms of subparagraph 3.[f] 
below). 

The Gross Receipts remaining after continuing deduction of the amounts set 
forth in subparagraphs 3.b.(i) through 3.b.(vi) above, if any, after BVI has 
deducted its Distribution Fees, Distribution Costs, interest on the Advance, 
interest on the Additional Advance, the Additional Advance and the Advance on 
a continuing basis, in accordance with Exhibit "NP", shall be payable: ^ ^.  
For purposes of clarity, and subject to the terms of subparagraphs 3.c.(i) and 
3.c.(ii) below, to the extent that BVI or a subsidiary of BVI or a company 
affiliated with BVI exercises the right to distribute Videograms embodying the 
Picture hereunder, then there shall be included in Gross Receipts an amount 
equal to ^ ^ of the sums actually received by BVI or such subsidiary or 
affiliated company (less taxes, rebates, discounts, credits for actual returns 
and a reserve for returns) from the exercise of the aforesaid Videogram 
distribution rights.  It is agreed and understood that BVI shall have the 
right to recoup an amount equal to ^ ^ as a Distribution Cost hereunder from 
any source of revenue from any country in the BVI Territory in connection with 
that certain waiver of overhead referenced in the letter, dated September 13, 
1996, from Walt Disney Motion Pictures Group to Tom Bliss.

          c.      VIDEOGRAM RECEIPTS FOR BVI FROM THIRD PARTY LICENSEES:

               (i)  With respect to sums actually received by BVI or any 
subsidiary or affiliated company of BVI from the sales of Videograms embodying 
the Picture in the BVI Territory in the rental market by third party 
licensees, ^ ^ of revenues less actual costs incurred by BVI or its 
affiliates, if any (e.g. mastering, artwork, duplication, marketing  and other 
Distribution Costs in accordance with Exhibit "NP") in connection therewith, 
shall be included in the Gross Receipts.
               
               (ii)  With respect to sums actually received by BVI or any 
subsidiary or affiliated company of BVI from the sales of Videograms embodying 
the Picture in the BVI Territory in the sell-through or repriced rental market 
by third party licensees, ^ ^ of revenues less actual costs incurred by BVI or 
its affiliates, if any (e.g. mastering, artwork, duplication, marketing and 
other Distribution Costs in accordance with Exhibit "NP") in connection 
therewith, shall be included in the Gross Receipts.
               (iii)  For purposes of clarity, it is agreed that with 
reference to subparagraphs 3.c.(i) and 3.c.(ii) above, solely for purposes of 
issuing the ^ ^ (as defined below), ^ ^ of the sums actually received by BVI 
(less costs) or any subsidiary or affiliated company of BVI shall be included 
in Gross Receipts.

               (iv)  For purposes of clarity, the amounts contributed to Gross 
Receipts in accordance with the terms of subparagraphs 3.c.(i) and 3.c.(ii) 
above shall not be subject to the Videogram Distribution Fee set forth in 
subparagraph 
3.(b)(i) above.
     
               (v) It is understood and agreed that with respect to 
subparagraphs 3.c.(i) and 3.c.(ii) above, the words "sums actually received" 
shall be deemed to include such portions of advances to BVI by third party 
distributors as are reported as nonrefundable and earned (and specifically 
allocable to this Picture) from sales of Videograms of the Picture in the 
rental market and/or repriced rental and/or sell-through market (as 
applicable).

          d.     CROSS-COLLATERALIZATION:  All sources of revenue from all 
countries (excluding revenue from all countries from exploitation by BVI of 
the Picture in the Videogram medium in so-called interactive formats [e.g. 
CD-I, CD-ROM]) in the BVI Territory shall be fully cross-collateralized from 
and against the Distribution Fees and Distribution Costs from the BVI 
Territory, interest on the Advance, the interest on the Additional Advance, 
the Additional Advance and the Advance; provided, that the Advance and 
interest on the Advance shall not be recouped from revenues attributable to 
exercise by BVI of the theatrical distribution rights granted herein by 
Beacon, subject (in the case of the Advance only) to the terms of subparagraph 
3.b. above and subparagraphs 3.e. and 3.f. below; provided, that revenue from 
exploitation by BVI of the Picture in the aforesaid so-called interactive 
formats shall constitute a separate and distinct revenue stream for purposes 
of cross-collaterization.
 
               e.     ^ ^ 

          f.     ^ ^.

          g.     VIDEOGRAM COSTS: "VIDEOGRAM COSTS" shall include all 
distribution costs incurred by BVI (or a subsidiary or affiliate of BVI) in 
connection with the distribution of Videograms hereunder including, without 
limitation, all Distribution Costs specified in Exhibit "NP" (incurred in 
connection with the distribution of Videograms hereunder), third party costs 
incurred in relation to the duplication, manufacturing, sales, distribution, 
creative costs, marketing, publicity and advertising of Videograms embodying 
the Picture in the BVI Territory.  The Videogram Costs shall also include a 
reasonable reserve for anticipated returns (of up to Thirty Five percent 
[35%], which may be increased by BVI if, in the exercise of its reasonable 
business judgment, BVI determines that actual returns may exceed the foregoing 
percentage [to be liquidated within Twelve (12) months, in each instance]).

          h.     THIRD PARTY PARTICIPATIONS:  Beacon shall be solely 
responsible for the preparation of accounting statements and payments and 
other required documentation and the issuance of payments to third parties in 
connection with all executory obligations of the Picture, including, without 
limitation, the payment of all applicable profit participations, deferments, 
credit bonuses, corporate and income taxes and the like derived from the 
pre-production, production, and  post-production (except as otherwise provided 
in this subparagraph 3.h.) of the Picture.  Beacon agrees that no third 
parties shall have the right to audit and/or otherwise examine BVI's books and 
records for any purpose whatsoever.  The parties agree that BVI shall be 
responsible for making all applicable guild, residuals and performing rights 
payments with respect to the BVI Territory during the period of BVI's 
exploitation of the Picture, and that any and all such payments shall be 
deemed Distribution Costs hereunder.

          i.     DELIVERY: "COMPLETE DELIVERY" shall include delivery by 
Beacon and acceptance by BVI of all items in Exhibit "DR", Exhibit "P", 
Exhibit "PI" and Exhibit "R" ("Complete Delivery"), which are attached hereto 
and incorporated herein by this reference.  Beacon agrees that it shall, at 
its own cost and expense, deliver to BVI all materials required to make 
Complete Delivery of the Picture (subject to the terms of Paragraphs 22. and 
23. below).  In accordance with Exhibit "NP", any delivery costs incurred by 
BVI in connection with the delivery of the Picture shall be deemed a 
Distribution Cost and shall be recouped in the manner set forth in 
subparagraphs 3.b., 3.c., 3.d. and 3.e. above.  Beacon agrees that it shall 
upon execution of this Agreement tender to BVI a set of fully executed copies 
of Exhibit "A-1" and Exhibit "A-2" with respect to each laboratory in which 
any of the items required for Complete Delivery is presently or shall prior to 
the Delivery Date be located.  Beacon agrees that as part of Complete Delivery 
it shall upon execution of this Agreement tender to BVI executed copies of 
Exhibit "B-1" and Exhibit "B-2", which are attached hereto and incorporated 
herein by this reference. Beacon agrees (subject to the rights of SPE [of 
which Beacon shall give BVI written notice as part of Complete Delivery of the 
Picture to BVI]) to grant BVI access to any dubbed or subtitled versions of 
the Picture in any and all languages spoken in the BVI Territory.  BVI agrees 
to grant Beacon access to any dubbed or subtitled versions of the Picture in 
any languages spoken in the Beacon Territory; provided, that Beacon shall pay 
all costs incurred in accessing such versions.  For purposes of clarity, the 
parties agree that as to those items described in Exhibit "DR" and/or Exhibit 
"PI" as "Physical Delivery", Beacon shall make due and timely delivery of such 
items to BVI at Beacon's sole cost and expense.  As to those items described 
in Exhibit "DR" and/or Exhibit "PI" as "Access", BVI shall be given access by 
Beacon to such items and BVI shall manufacture therefrom elements as required 
and all costs incurred by BVI in connection with such access and manufacture 
of elements shall be deemed recoupable Distribution Costs hereunder.  Beacon 
represents and warrants that at the time of Complete Delivery and at all times 
thereafter all materials required to make Complete Delivery of the Picture to 
BVI (including, without limitation, the items specified on Exhibit "PI") shall 
be held solely in Beacon's name at a laboratory(ies) in the United States 
(provided, that BVI shall have a right of prior written approval with respect 
to the choice of such laboratory[ies]).  BVI hereby approves Fotokem, Pascal 
Sound and Sound Deluxe (all in Los Angeles, California).  

          j.     VALIDATED BUDGET:  As used herein, "VALIDATED BUDGET" shall 
mean the final budget that BVI validates, which Validated Budget shall include 
costs customarily included in connection with the acquisition of all 
underlying literary and musical rights with respect to the Picture and in 
connection with the preparation, production, and completion of the Picture 
(including the costs of materials, equipment, physical properties, personnel 
and services utilized in connection with the Picture, both "above-the-line" 
and "below-the-line"), contingency of up to Ten percent (10%) of the direct 
cash cost of the Picture ("CONTINGENCY PORTION")(which Contingency Portion 
shall be subject to the terms of Paragraph 8. below), completion bond fees 
(which shall take into account any rebates), customary financing fees (as 
applicable) and a fee in the amount of ^ ^ for producing and overhead 
(provided, that any so-called "soft costs" [i.e. costs not actually paid to 
third parties] other than the aforesaid producing and overhead fee which are 
part of the Validated Budget shall require the prior written approval of 
BVI).  No participation (whether in gross receipts or otherwise) shall be 
included in or made part of the Validated Budget.  Beacon agrees to submit a 
final budget in accordance with the terms of this subparagraph 3.j. for 
validation by BVI on or before the commencement of principal photography of 
the Picture.

          k.     CERTIFIED NEGATIVE COST:  As used herein, the term "CERTIFIED 
NEGATIVE COST" shall mean the aggregate of direct, out of pocket costs, 
charges, and expenses paid, incurred and accrued in connection with the 
acquisition of all underlying literary, musical and other rights with respect 
to the Picture and in connection with the preparation, production, completion 
and Complete Delivery of the Picture by Beacon to BVI and SPE including the 
costs of materials, equipment, physical properties, personnel and services 
utilized in connection with the Picture, both "above-the-line" and 
"below-the-line" and including, without limitation, a fee in the amount of One 
Million Five Hundred Thousand Dollars ($1,500,000) for producing and overhead 
(provided, that any so-called "soft costs" other than the aforesaid producing 
and overhead fee which are part of the Certified Negative Cost shall require 
the prior written approval of BVI).

          l.     FINAL NEGATIVE COST REPORT:  Beacon shall, not later than 
Sixty [60] days after Complete Delivery of the Picture to BVI, deliver to BVI 
an "ESTIMATED FINAL NEGATIVE COST REPORT" (i.e. a report certified by the 
production accountant and authorized by an officer of Beacon setting forth the 
estimated Certified Negative Cost of the Picture together with sums reasonably 
expected to be expended within Sixty (60) days thereafter).  A copy of (i) the 
Validated Budget and (ii) a detailed "FINAL NEGATIVE COST REPORT" (i.e. a 
report setting forth the final Certified Negative Cost of the Picture 
certified as true and correct by Beacon's production accountant and by a duly 
authorized officer of Beacon) shall be delivered to BVI within One Hundred 
Twenty (120) days after Complete Delivery of the Picture to BVI.  The Advance 
if calculated on the Validated Budget shall be subject to later adjustments 
necessary by reason of any change in the Final Negative Cost Report. 

          m.     ^ ^ , BVI shall have the right exercisable in its sole 
discretion to (A) invoice Beacon for an amount equal to the BVI Negative Cost 
Refund (in which case Beacon shall pay BVI any and all such invoiced amounts 
within Ten [10] days following the date on which BVI transmits such invoice to 
Beacon) and if Beacon does not pay BVI an amount equal to the BVI Negative 
Cost Refund within the aforesaid Ten (10) day period, BVI shall have the right 
to (B) fully credit and deduct any or all of the BVI Negative Cost Refund not 
paid by Beacon within the aforesaid Ten (10) day period against and from any 
amounts due Beacon hereunder and/or under any other agreement(s) (including, 
without limitation, those with respect to the motion picture currently 
entitled "Playing God" [but excluding the agreement with respect to the motion 
picture currently entitled "Thousand Acres"]) between BVI (or any related or 
affiliated entity) and Beacon (or any related or affiliated entity). ^ ^.

          n.     ACCOUNTING/AUDIT:  Beacon shall be accorded audit and 
accounting rights as set forth in Exhibit "NP". Accordingly, Beacon agrees 
that it shall not have the right to audit Videogram Costs under this Agreement 
(including, without limitation, Videogram duplication and marketing 
costs)(provided, that BVI shall upon request issue Beacon an affidavit signed 
by a Financial Officer of BVI with respect to such manufacturing and 
distribution costs).

          o.     BVI PRODUCTION AUDIT RIGHTS:  BVI shall have the right to 
audit Beacon's work papers and books of account during reasonable business 
hours with respect to the Estimated Final Negative Cost Report, the Final 
Negative Cost Report, the Validated Budget and/or any other production and/or 
any other cost tracking and estimating reports for the Picture during the 
pre-production, production and post-production periods and for up to Thirty 
Six (36) months after delivery to BVI of the applicable Final Negative Cost 
Report.  If BVI serves written notice on Beacon within the applicable Thirty 
Six (36) month period objecting to particular item(s) and stating the nature 
of the objection, then insofar as the specified items are concerned the Final 
Negative Cost Report shall not be final and binding.  Beacon agrees that BVI 
shall have the right to have a designated fiscal representative on the set 
during all phases of production and at any and all post-production facilities 
and meetings _____ _______during all phases of post-production.

          p.     DAILIES:     BVI shall have the right to see all dailies on 
cassette (wherever located) and all cuts including, without limitation, 
director's cuts.  Notwithstanding the foregoing, Beacon agrees to promptly 
deliver to BVI (on 35mm film) copies of dailies for each day of the first 
three (3) weeks of principal photography.

          q.     BEACON FUNDING RESPONSIBILITY:  Provided BVI is not in breach 
of its obligations to pay the Advance and the Additional Advance subject to 
and in accordance with the terms of this Agreement, Beacon agrees to, and 
shall be solely responsible to, cause to be paid the full amount of the 
Validated Budget as and when needed to pay for costs of producing, completing 
and delivering the Picture to BVI hereunder (or otherwise as and when required 
by, and in the manner required by, the completion guarantor of the Picture), 
and to pay such completion guarantor all fees payable to such completion 
guarantor as and when due.

     4.      BVI DISTRIBUTION CONTROL:  BVI shall consult with Beacon prior to 
the initial theatrical release of the Picture in the BVI Territory and shall 
apprise Beacon of the planned release date, the general marketing concepts and 
the contemplated promotional approaches for the theatrical campaign.  
Notwithstanding the foregoing, BVI shall have, subject to the terms of this 
Agreement, complete, exclusive and unqualified discretion and control as to 
the time, manner and terms of distribution, exhibition and exploitation of the 
Picture, separately or in connection with other motion pictures, in accordance 
with such policies, terms and conditions and through such parties as BVI in 
its sole business judgment may determine proper or expedient and the decision 
of BVI in all such matters shall be binding and conclusive upon Beacon.  
Except as expressly set forth herein, BVI makes no express or implied 
representation or warranty as to the manner or extent of any distribution or 
exploitation of the Picture nor as to any maximum or minimum amount of monies 
to be expended in connection therewith.  BVI does not guarantee the 
performance by any subdistributor, licensee or exhibitor of any contract 
regarding the distribution and exploitation of the Picture.  Beacon shall on 
request use its best efforts to provide BVI such documents as may be necessary 
or desirable for BVI to secure licenses and permits for the importation, 
exportation and distribution of the Picture.  BVI shall neither distribute nor 
authorize distribution of any English language version of the Picture 
(excluding subtitled version of the Picture) in any medium in the BVI 
Territory prior to the date on which SPE causes the initial release of the 
Picture in such medium in the Beacon Territory (provided, that exhibition of 
the Picture at film festivals, invitational screenings and the like shall not 
qualify as "distribution" within the meaning of this final sentence of 
Paragraph 4.).
          
     5.      CUTTING RIGHTS:  BVI shall have the right to change, add material 
to, delete material from or edit the Picture only in order to conform with (i) 
the timing requirements of exhibitors and other end users of the Picture 
and/or (ii) the requirements of any recognized censorship board or agency in 
the BVI Territory (or any part thereof) or the censorship requirements of 
exhibitors or other end users (e.g. airplanes, ships, Television stations, 
etc.) in the BVI Territory (or any part thereof) and/or (iii) other legal 
requirements, subject to the DGA agreement and the obligations of Beacon to 
Wolfgang Peterson (of which Beacon shall give BVI a full written account at 
the time of Complete Delivery of the Picture to BVI).
 
     6.       REPRESENTATIONS AND WARRANTIES:
 
          a.  Beacon hereby represents and warrants that:  (i) Beacon is a 
subsidiary of Ascent Entertainment Group, Inc. ("Ascent"), which is a 
__________________corporation with its principal office at 1200 17th Street, 
Denver, Colorado  80202, (ii) Beacon is a Delaware corporation with its 
principal office at 1041 North Formosa Avenue, Suite 200, Santa Monica 
Building, Los Angeles, CA 90046, and is a corporation in good standing under 
the laws of Delaware; (iii) Presidential Productions, Inc. ("PPI") is a 
California corporation with its principal office at 1041 North Formosa Avenue, 
Los Angeles, CA 90046; (iv) Beacon is duly legally authorized to enter into 
this Agreement; (v) Beacon owns or controls all distribution rights in and to 
the Picture in the BVI Territory and all literary, dramatic and original 
musical material contained therein; (vi) neither the Picture nor any part 
thereof (including, without limitation, the title of the Picture) nor the 
exercise by any authorized party of any right granted to BVI hereunder will 
violate or infringe the copyright, trademark, trade name, patent or any 
literary, dramatic, musical, artistic, personal, private, civil or property 
right or right of privacy, right of publicity, or any other right of any 
person, firm or corporation or constitute unfair competition or defame any 
person, firm or corporation; (vii) Beacon has not entered into and will not 
enter into any agreement which is inconsistent with any of the provisions of 
this Agreement and will not exercise any right or take any action or license 
or authorize any other person to exercise any right or take any action or 
license which conflicts with or knowingly prejudices the rights herein granted 
to BVI; (viii) BVI shall not be obligated to make payments to any third party 
in connection with the Picture except as specifically provided in subparagraph 
3.h. above; (ix) subject to applicable guild restrictions and to the extent 
permitted by pertinent talent agreements (which Beacon agrees to deliver 
pursuant to the terms of subparagraph 3.i. above), with respect to all persons 
appearing in the Picture, or performing production services therein, BVI has 
the right to issue and authorize publicity concerning such persons and the 
right to use, reproduce, transmit, broadcast, exploit, publicize and exhibit 
their names, likenesses, transcriptions, films and other reproductions thereof 
in connection with the distribution, exhibition, advertising and exploitation 
of the Picture including the right to exhibit trailers and excerpts from the 
Picture; (x) the Picture is unpublished; (xi) the Picture as delivered to BVI 
shall be free and clear of any claims, liens or encumbrances except those 
expressly permitted hereunder (or as expressly approved in writing by BVI); 
(xii) Beacon is party to an agreement with Sony Pictures Entertainment 
("SPE"),  dated April 1, 1993, pursuant to which SPE shall cause the Picture 
to be released theatrically in the United States; (xiii) as between Beacon and 
BVI, Beacon shall be responsible for payment of One Hundred percent (100%) of 
all amounts set forth in the Validated Budget and/or components of the 
Certified Negative Cost; and (xiv) BVI will at no time be required to advance 
funding in connection with the Picture in excess of the Advance and the 
Additional Advance.

          b.  Beacon agrees to indemnify and hold BVI harmless from any and 
all claims, actions or proceedings of any kind and from any and all damages, 
liabilities, costs and expenses (including reasonable outside attorney's fees 
and costs) relating to or arising: (i) out of any breach of any of the 
warranties, representations and/or agreements made by Beacon contained in this 
Agreement; (ii) out of any claim alleging facts which if true would constitute 
such a material breach of this Agreement by Beacon; and/or (iii) in connection 
with the pre-production, production and/or post-production of the Picture, 
including, but not limited to, Beacon's failure to supply BVI with a complete 
list of the Picture's credits.

          c.     BVI agrees to indemnify and hold Beacon harmless from any and 
all claims, actions or proceedings of any kind and from any and all damages, 
liabilities, costs and expenses (including reasonable outside attorney's fees 
and costs) relating to or arising: (i) out of any breach of any of the 
warranties, representations and/or agreements made by BVI contained in this 
Agreement; (ii) out of any claim alleging facts which if true would constitute 
a material breach of this Agreement by BVI; and (iii) out of actions taken 
solely by BVI in connection with the marketing and distribution of the 
Picture, other than to the extent that the liability arises from (A) actions 
theretofore taken by Beacon or from the content of the Picture and/or (B) 
claims, actions or proceedings from which Beacon is obliged to indemnify and 
hold BVI harmless under the terms of subparagraph 6.b. above.

     7.  PAYMENTS BY BEACON TO BVI:
 
          a.     MUSIC PUBLISHING RIGHTS:  The following shall apply to all 
music composed and/or written for the Picture which is owned and/or 
controlled, in whole or in part, directly or indirectly, by Beacon or any 
affiliated music publisher ("Beacon Music"):  Beacon (or its designee) shall 
administer the music rights throughout the BVI Territory.  All of the Beacon 
Music shall be licensed by Beacon to BVI for no compensation so that BVI shall 
possess all rights necessary in the BVI Territory in the Beacon Music required 
for the exploitation of the Picture by BVI, as contemplated hereunder 
(excluding rights not included in the Rights Granted, for example, the 
soundtrack rights [subject to the terms of subparagraph 7.b. below]).  Beacon 
shall be entitled to an administrative fee of ^ ^ with respect to any and all 
music publishing income (e.g. public performance, mechanicals, etc. or 
incidental uses) derived from exploitation of the Beacon Music in the BVI 
Territory including, without limitation, advances received by Beacon.  The 
balance of the aforesaid music publishing income less songwriter royalties (if 
any) derived from exploitation of the Beacon Music in the BVI Territory shall 
be remitted by Beacon to BVI; provided, that such remitted income shall be 
applied by BVI toward recoupment by BVI of the Advance (and interest on the 
Advance) and the Additional Advance (and interest on the Additional Advance) 
until such time as BVI shall have recouped all such amount(s); provided, 
further, that following such recoupment of the Advance (and interest on the 
Advance) and the Additional Advance (and interest on the Additional Advance) 
by BVI, Beacon shall retain One Hundred percent (100%) of the aforesaid music 
publishing income (provided, that Beacon shall pay all songwriter royalties 
[if any]).

          b.     SOUNDTRACK ALBUM:  Beacon hereby grants BVI a Right of First 
Negotiation with respect to the exploitation of the soundtrack of the Picture 
for phonograph records, audio tapes, CDs or transcriptions (or any other form 
or medium of such nature separate from the Picture) in the BVI Territory (any 
and all of the foregoing "Soundtrack Rights") in accordance with the following 
terms: For purposes of this subparagraph 7.b., the term "Right of First 
Negotiation" means that if Beacon should desire to exercise any Soundtrack 
Rights in the BVI Territory, Beacon shall, in each instance, give written 
notice to BVI and immediately thereafter negotiate exclusively with BVI with 
respect to acquisition by BVI of such Soundtrack Rights and if, after the 
expiration of Forty Five (45) days following such notice from Beacon to BVI, 
no agreement shall have been reached, then Beacon shall be free to negotiate 
elsewhere with respect to such Soundtrack Rights. 

          c.     BVI MUSIC ACCOUNTING AND AUDIT RIGHTS:  Beacon shall keep its 
books of account with respect to the rights specified in subparagraphs 7.a. 
and 7.b. (if applicable) above at its principal place of business in the 
United States.  Beacon hereby grants BVI accounting and audit rights in 
connection Beacon's exploitation of the rights specified in subparagraphs 7.a. 
and 7.b. (if applicable) above which are coextensive with the rights granted 
by BVI to Beacon in subparagraphs VI.B. and VI.E. of Exhibit "NP".  

     8.     CONTINGENCY PORTION:  In the event that Beacon elects to be paid 
the Advance in accordance with the terms of subparagraph 3.a.(i)(A) above, BVI 
shall fund BVI's applicable pro-rata percentage share of the Contingency 
Portion as part of the Advance on a cash-flow basis (subject to and in 
accordance with the applicable "Cash Flow Schedule") prior to delivery of the 
"Final Negative Cost Report" for the Picture on the following terms and 
subject to the following conditions:

          a.  BVI shall be entitled to review the production expenses for the 
Picture, including weekly cost reports and the general ledger "show bible".

          b.  BVI will at no time be required to advance contingent funding in 
an amount in excess of BVI's pro-rata percentage share of the Contingency 
Portion of the Validated Budget for the Picture.

          c.  All funds advanced pursuant to this Paragraph 8. shall be 
subject to the terms and provisions applicable to the Advance.

          d.  In the event that the contingency funding is advanced by BVI as 
contemplated herein during the course of production, BVI and Beacon will 
review the status of overall expenditures during post-production to ascertain 
whether the actual final cost of the Picture will be less than the amount of 
the Validated Budget.

          e.  Failure by Beacon to comply with the conditions of this 
Paragraph 8. shall constitute a material breach by Beacon of this Agreement 
and BVI shall have all rights and remedies available to BVI as a result 
thereof; provided, that Beacon shall have an opportunity to cure any such 
material breach and default as described above in accordance with Paragraph 
21. below.

     9.  COPYRIGHT:  Beacon represents and warrants that the copyright(s) in 
the Picture and in the literary, dramatic and original musical material upon 
which it is based or which are contained therein will be valid and subsisting 
during the Term and during the maximum period of copyright in the United 
States and those countries party to the Universal Copyright Convention, and 
that Beacon has not done or permitted and will not do or permit to be done any 
act or omission which would impair or diminish the validity or duration of 
such copyright(s).  Beacon further represents and warrants that no part of the 
Picture or any such literary or dramatic material or original musical material 
provided by Beacon in connection with the Picture is or will be in the public 
domain during the maximum period of applicable copyright as a result of any 
act or omission by BVI.  The Picture when delivered to BVI shall contain a 
copyright notice in the name of Beacon Communications Corp. as claimant in 
compliance with the Universal Copyright Convention in the BVI Territory and 
the Copyright Law of the United States.  Beacon agrees to secure or have 
secured and register such copyright in the Picture and related properties in 
the United States and in such countries included in the BVI Territory as BVI 
reasonably requests with respect to copyrights which are eligible for 
copyright registration prior to Complete Delivery of the Picture in the BVI 
Territory.  Subsequent to Complete Delivery of the Picture, Beacon shall sign 
all further documents BVI may reasonably request to protect and defend the 
copyright in the Picture; provided, that if Beacon fails to sign any such 
document within five (5) business days of BVI's written request, Beacon hereby 
appoints BVI its irrevocable attorney-in-fact to sign any such document for 
Beacon, and Beacon agrees that such appointment constitutes a power coupled 
with an interest and is irrevocable throughout the term of BVI's rights 
hereunder (i.e. in perpetuity).  BVI shall provide to Beacon copies of any 
documents signed by BVI on behalf of Beacon hereunder; provided, that failure 
to provide such copies shall not be a breach hereof.  BVI shall not be liable 
to Beacon for any action or failure to act on behalf of Beacon within the 
scope of authority conferred on BVI pursuant to this Paragraph 9. BVI agrees 
to give Beacon timely notice of any legal challenges to Beacon's copyright in 
the Picture in the BVI Territory in which BVI is duly served as a party.

     10.  PRESS ANNOUNCEMENTS AND PREVIEWS:  Beacon shall not (and Beacon 
shall not authorize or permit any person to) release information concerning 
the Picture to the press in the BVI Territory or preview the Picture in the 
BVI Territory either before or after delivery of the Picture to BVI without 
the express prior written consent of BVI.  Beacon and BVI agree that the 
initial press announcement regarding BVI's acquisition of the Picture shall be 
subject to the mutual prior approval of the parties hereunder.

     11.  SECURITY INTEREST/COPYRIGHT MORTGAGE/COMPLETION BOND:  
     
     The following provisions with respect to Beacon's obligations to grant 
and to cause Presidential Productions, Inc. to grant, to BVI a security 
interest and copyright mortgage in the Picture, as well as the obligations of 
Beacon with respect to a completion bond, shall apply regardless of whether 
Beacon elects to receive payment of the Advance in accordance with the terms 
of subparagraph 3.a.(i)(A) or subparagraph 3.a.(i)(B) above:

          a.     Concurrent with the execution hereof, Beacon shall execute 
and deliver, and shall cause PPI to execute and deliver, to BVI the Exclusive 
License of Distribution Rights, Security Agreement & Mortgage of Rights 
Including Copyright in the form attached hereto as Schedule "PE-1" (the "BVI 
Security Agreement") pursuant to which Beacon and PPI shall jointly and 
severally grant and assign to BVI a continuing first priority lien and 
security interest in and to and copyright mortgage on the "Collateral" (as 
such term is defined in subparagraph 2.(a) of the BVI Security Agreement), on 
and subject to the terms and conditions contained in the BVI Security 
Agreement.

          b.     At the request of Beacon, BVI agrees to negotiate in good 
faith and enter into an inter-creditor agreement in form and substance 
satisfactory to BVI with Beacon, any bank or financial institution providing 
production financing for the Picture, the completion guarantor for the 
Picture, any other distributor of the Picture granted rights by Beacon, the 
Screen Actors Guild and/or the Director's Guild of America; provided, that 
such inter-creditor agreement shall provide that (i) no secured party other 
than BVI shall have any interest in the Collateral described in subsections 
(i) and (ii) of subparagraph 2.(a) of the BVI Security Agreement; (ii) no 
secured party shall have a security interest which is of higher priority than, 
or equal priority to, the first priority security interest of BVI in the 
Collateral described in subsection (iii) of subparagraph 2.(a) of the BVI 
Security Agreement; (iii) no secured party shall have a security interest 
which is of higher priority than the first priority security interest of BVI 
in the Collateral described in subsections (iv) through (vii) of subparagraph 
2.(a) of the BVI Security Agreement; and (iv) all such other secured parties 
shall agree not to exercise any rights or interests, take any action or do 
anything which would disturb or interfere with BVI's exercise and quiet 
enjoyment of the distribution and other rights granted to BVI hereunder and 
under the BVI Security Agreement.

          c.  Beacon agrees to obtain a completion bond with respect to the 
Picture in form and substance satisfactory to BVI naming BVI as the sole 
beneficiary thereof; provided, that BVI shall have a right of prior approval 
with respect to the identity of the company issuing the aforesaid completion 
bond; provided, further, that BVI hereby approves Fireman's Fund and Insurance 
Company.

          d.  BVI shall enter into a distributor's assumption agreement or 
comparable agreement with any of the applicable unions or guild, consistent 
with BVIÕs past practices, solely with respect to the BVI Territory.

     12.     RIGHT OF FIRST NEGOTIATION/RIGHT OF FIRST REFUSAL for 
Remakes/Sequels/Television Series/Direct to Video, etc.: Beacon represents and 
warrants that it owns and controls all production and distribution rights in 
the BVI Territory with respect to any sequel, remake, additional feature 
film(s) and/or television series and/or specials and/or direct to video 
productions based, in whole or in part, on the Picture (subject to the rights 
of Wolfgang Petersen, Gail Katz and Andrew Marlowe, of which Beacon shall give 
BVI a full written account as part of Complete Delivery of the Picture to BVI 
[Beacon represents and warrants that each of the aforesaid parties has a right 
of first negotiation to render services in connection with a motion picture 
and television sequel(s) and remakes to the Picture]) (collectively, 
"Sequel[s]", such rights, "Sequel Rights"). Beacon hereby grants to BVI a 
Right of First Negotiation and a Right of First Refusal with respect to the 
acquisition of all distribution rights for the BVI Territory with respect to 
any and all Sequel(s) to the Picture in accordance with the following 
provisions:

            a.  For purposes of this Paragraph 12., the term "Right of First 
Negotiation" means that if Beacon should desire to exercise any Sequel Rights, 
Beacon shall in each instance give written notice to BVI and immediately 
thereafter negotiate with BVI with respect to acquisition by BVI of such 
Sequel Rights and if, after the expiration of Sixty (60) days following such 
notice from Beacon to BVI, no agreement shall have been reached, then Beacon 
shall be free to negotiate elsewhere with respect to such Sequel Rights, 
subject to BVI's Right of First Refusal set forth in subparagraph 12.b. 
below.  

          b.  For purposes of this subparagraph 12.b., the term "Right of 
First Refusal" means that if Beacon and BVI fail to reach an agreement 
pursuant to BVI's Right of First Negotiation under subparagraph 12.a. above, 
Beacon shall not at any time enter into an agreement with a third party 
regarding such of the Sequel Rights in the BVI Territory on "Financial Terms" 
less than or equal to ^ ^ of BVI's last written bona fide proposal (for the 
purposes of this subparagraph 12.b., the term "Financial Terms" shall be 
deemed to be comprised of the provisions of an agreement regarding 
[distribution fees and advance]). Beacon must in each instance resubmit to BVI 
a proposed third party offer if such third party offer is less than or equal 
to ^ ^ of BVI's last bona fide proposal, then BVI shall have a period of 
Fifteen (15) business days to accept such resubmitted offer by written notice 
to Beacon.  If such third party offer is greater than the aforesaid last 
written bona fide proposal of BVI, then Beacon shall have no obligation under 
the terms of this subparagraph 12.b. to resubmit such third party offer to 
BVI.

          c.  If BVI chooses not to accept the Financial Terms of an offer by 
a third party, Beacon shall have a period of Forty Five (45) days thereafter 
to enter into an agreement with such third party (but no other party) upon 
Financial Terms equal to or better than such applicable Financial Terms which 
BVI declined to match pursuant to the terms of subparagraph 12.b. above.  
Beacon may not enter into an agreement with such third party after the 
expiration of the aforesaid Forty Five (45) day period or enter into an 
agreement on any terms with any other party at any time with respect to such 
of the Sequel Rights without first offering BVI the opportunity to acquire 
such of the Sequel Rights in accordance with the procedure set forth 
hereinabove; provided, further, that BVI's option shall continue in full force 
and effect, upon all of the terms and conditions of this Paragraph 12. 
(subject to the terms of subparagraph 12.c. below), so long as Beacon retains 
any right, title or interest in or to the Picture; provided, further, that 
BVI's option shall inure to the benefit of BVI, its successors and assigns, 
and shall bind Beacon and Beacon's successors and assigns.

          d.  It is understood and agreed that if under the foregoing terms of 
this Paragraph 12., BVI fails to acquire certain specified Sequel Rights, then 
BVI's rights under this Paragraph 12. with respect such specified rights in 
the succeeding Sequels shall terminate.  By way of example only, if BVI 
pursuant to the terms of subparagraph 12.a. and 12.b. above does not acquire 
distribution rights in the BVI Territory in Air Force One II (i.e. the 
immediate Sequel to Air Force One), then BVI shall have no rights (subject to 
the terms of subparagraph 12.e. below) under this Paragraph 12. with respect 
to Air Force One III (i.e. the next immediate Sequel to Air Force One II). 
However, BVI would retain all Sequel Rights other than such specified Sequel 
Rights, e.g. in the preceding example, BVI would retain Sequel Rights with 
respect, inter alia, to a television series based on the Picture.

          e.  The parties agree that the Sequel Rights and any and all 
exercise thereof shall be subject to the following condition:  In no event 
shall Beacon exercise any (i) production or (ii) distribution rights in the 
BVI Territory with respect to any Sequel or Sequels to the Picture prior to 
the date which is three (3) years following the date of the initial theatrical 
release of the Picture by BVI in the BVI Territory.

     13.     ERRORS AND OMISSIONS INSURANCE:  Beacon shall obtain and maintain 
Motion Picture and Distributor's Errors and Omissions Insurance in a customary 
form from Fireman's Fund or a qualified insurance company reasonably 
acceptable to BVI naming BVI a named insured.  Such insurance shall be for a 
minimum of ^ ^ with respect to any one (1) claim relating to the Picture and ^ 
^ with respect to all claims relating to the Picture in the aggregate.  The 
policy shall be for an initial period of not less than three (3) years 
commencing as of the date on which principal photography of the Picture began 
and shall provide for Thirty (30) days prior written notice to BVI in the 
event of any revision, modification or cancellation and that it shall be 
deemed primary insurance and that any insurance obtained by BVI shall be 
excess insurance not subject to exposure until the coverage of Beacon's policy 
shall be exhausted. 

     14.      WAIVER OF INJUNCTIVE RELIEF:  As between Beacon and BVI, Beacon 
hereby irrevocably waives any right to injunctive relief or rescission of 
rights, and hereby agrees that Beacon's sole and exclusive remedy in the event 
of any breach or alleged breach of this Agreement by BVI and/or its parent 
and/or subsidiaries of its parent shall be solely an action for damages.

     15.      NO THIRD PARTY BENEFICIARIES:  This Agreement is not made and 
shall not inure to the benefit of any person not a party hereto and shall not 
be deemed to give any right or remedy to any third party (including any audit 
rights).

     16.      GOVERNING LAW:  This Agreement shall be governed by the laws of 
the State of California applicable to agreements executed and to be wholly 
performed therein.  Beacon's consent to such jurisdiction is with respect to 
this Agreement only.

     17.     JURISDICTION/AGENT FOR SERVICE:   Beacon and BVI hereby 
irrevocably submit to the jurisdiction of any California State or Federal 
court sitting in Los Angeles, California in any action or proceeding arising 
out of or relating to this Agreement, and Beacon and BVI hereby irrevocably 
agree that all claims in respect of such action or proceeding shall be heard 
and determined in such California State or Federal court.  Beacon and BVI 
hereby irrevocably waive, to the fullest extent each may effectively do so, 
any and all objections to jurisdiction or venue in those courts in any such 
action or proceeding.  Beacon appoints TOM BLISS, BEACON COMMUNICATIONS CORP., 
1041 NORTH FORMOSA AVENUE, SUITE 200, SANTA MONICA BUILDING, LOS ANGELES, 
CALIFORNIA 90046, as its agent to receive, on behalf of Beacon and its 
property, service of copies of the summons and complaint and any other process 
which may be served in any such action or proceeding.  Such service may be 
made by mail or by delivering a copy of such process to Beacon in care of the 
agent named above with a copy served on Beacon at Beacon's last known address, 
and Beacon hereby irrevocably authorizes and directs such agent to accept such 
service on its behalf.  Beacon and BVI agree that a final judgment in any such 
action or proceeding shall be conclusive and may be enforced in other 
jurisdictions by suit on the judgment or in any other manner provided by law.  
Nothing herein shall affect the right of Beacon or BVI, as the case may be, to 
serve legal process in any other manner permitted by law.

     18.     ASSIGNMENT:  BVI shall have the right to assign this Agreement 
and its rights and obligations hereunder in whole or in part to any of its 
affiliates, subsidiaries and any entity owning all the stock of BVI.  
Furthermore, BVI shall have the right to assign this Agreement and its rights 
and obligations hereunder in whole or in part to any limited partnership or 
other entity which (i) has a subsidiary of The Walt Disney Company as a 
general partner thereof or is controlled by a subsidiary of The Walt Disney 
Company and (ii) has entered into a distribution agreement with BVI including, 
without limitation, Constellation Film Partners I, L.P.  In the event that BVI 
should exercise the aforesaid right to assign rights and obligations 
hereunder, BVI shall remain liable for the performance of such obligations to 
the extent that the assignee fails to perform such obligations.

     19.  CONFIDENTIALITY:  BVI and Beacon mutually agree that the terms of 
this Agreement are confidential and shall not, without the prior written 
consent of the applicable party, be disclosed to any unauthorized person(s), 
firm(s), corporation(s) or other entity, all of whom shall be informed of the 
confidential nature of this Agreement and shall agree to be bound by the terms 
and conditions of this Agreement including, without limitation, this Paragraph 
19.

     20.  PAYMENTS:  Subject to the terms of subparagraph 3.a.(iii) above, all 
payments to Beacon hereunder shall be made care of the following address: 

               Beacon Communications Corp.
               1041 North Formosa Avenue
               Suite 200
               Santa Monica Building
               Los Angeles, CA  90046
               Attention:  Cynthia McWethy

     21.     RIGHT TO CURE:  No non-recurring act or omission of any party 
shall constitute an event of default or breach by such party of this Agreement 
unless the non-breaching party shall first notify the party in writing setting 
forth such alleged breach or default and such party shall not cure the same 
within Ten (10) days after receipt of such notice; provided, however, that any 
intentional breach of a material obligation of this Agreement which is not 
capable of cure shall not require the foregoing notice and cure period prior 
to constituting an event of default or breach under this Agreement.

     22.     FORCE MAJEURE:  The parties agree that the Delivery Date shall be 
subject to events of Force Majeure including, without limitation, fire, 
earthquake, flood, epidemic, accident, explosion, strike, riot, civil 
disturbance, embargo, war or act of God; provided, that if Beacon has not made 
Complete Delivery of the Picture to BVI on or before the date which is Ninety 
(90) days following the Delivery Date, then BVI shall have the right to 
terminate this Agreement by written notice to Beacon (provided, that if BVI 
should so terminate the Agreement, then Beacon shall within Thirty [30] days 
following such termination by BVI pay BVI an amount equal to all sums 
theretofore paid to Beacon by BVI hereunder [with interest at the rate 
specified in subparagraph 3.a. above, from the date of receipt of such funds 
by Beacon, in each instance]).

     23.     FOREIGN PREPARATION:  It is understood and agreed that the terms 
of this Paragraph 23. shall in no way be construed so as to limit the rights 
of BVI under Paragraph 4. above.  Nor in any way shall the terms of this 
Paragraph 23. be construed to expressly or by implication set forth any 
representation or warranty by BVI with respect to the manner or extent of any 
distribution or exploitation of the Picture by BVI.

          a.  BVI RELEASE DATE:  It is understood and agreed that Beacon will 
use its best efforts consistent with the Validated Budget to make delivery of 
the English language version of the Picture ("American Version") to Sony and 
BVI by July 15, 1997 (subject to the terms of Paragraph 22. above) so as to 
enable Sony to cause the Picture to be theatrically released in the United 
States on or about August 1, 1997.  Beacon acknowledges that BVI requires 
between six (6) to eight (8) weeks to adapt (e.g. dub, subtitle) the American 
Version of the Picture for release in major foreign countries.  Beacon also 
acknowledges that if the American Version of the Picture is delivered to Sony 
in such time as to enable Sony to cause the Picture to be theatrically 
released in the United States on or about August 1, 1997, BVI shall consider 
causing the Picture to be released in major foreign countries between four (4) 
to eight (8) weeks later.  However, if the American Version of the Picture is 
delivered to Sony in such time as to enable Sony to cause the Picture to be 
theatrically released on or about September 1, 1997 or later, then BVI shall 
consider causing the Picture to be theatrically released in major foreign 
countries "day and date" with the American release.  Therefore, if Beacon does 
not deliver the American Version to BVI on or before July 15, 1997, BVI shall 
require access and Beacon shall afford BVI access to all 35 mm work elements 
in order to manufacture foreign elements in a timely manner (all such 
activities, "Foreign Preparation"); provided, that such access does not 
materially interfere with Beacon's completion of the Picture.  Beacon agrees 
that One Hundred percent (100%) of the additional costs in the course of the 
aforesaid Foreign Preparation incurred by BVI on account of the delivery of 
the Picture after July 15, 1997 shall be deemed recoupable Distribution Costs 
under the terms of subparagraph 3.b.(ii) of this Agreement.

          b.  FOREIGN DUBBING PREPARATION:  Beacon acknowledges that dubbing 
the Picture for exploitation by BVI in so-called "dubbing territories" in the 
BVI Territory requires between six (6) to eight (8) weeks of preparation 
including, without limitation, selection and testing of dubbing actors, etc.  
Beacon further acknowledges that any attempt by BVI to adhere to the 
above-referenced distribution scheme (stated in relation to the date of 
Beacon's delivery of the Picture to Sony) shall require BVI to have access to 
certain material including, without limitation, all film and video elements 
with respect to the Picture.  Beacon agrees to use its best efforts to 
cooperate with BVI in the course of its foreign dubbing preparation including, 
without limitation, affording BVI prompt access to any and all of the 
aforesaid materials as requested by BVI. 

          c.  FOREIGN CENSORSHIP BOARDS:  Beacon acknowledges that many major 
foreign countries including, without limitation, Australia and the United 
Kingdom, have film censorship boards which must review and pass on all films 
to be publicly exhibited within such countries.  Beacon further acknowledges 
that a 35 mm copy of the Picture  must be submitted by BVI to each such board 
in the BVI Territory no less than eight (8) weeks prior to the date on which 
the BVI hopes to cause such film to be publicly exhibited.  Hence, with a view 
to the BVI distribution scheme sketched above, Beacon agrees to provide BVI 
with a 35 mm double system copy of the existing version of the Picture no less 
than eight (8) weeks prior to the Delivery Date (as applicable).        

     24.  PUBLICITY RESPONSIBILITIES OF BEACON: Beacon agrees to use its 
reasonable efforts make Harrison Ford available for press and interviews in 
the BVI Territory at a reasonable time prior to the initial theatrical release 
of the Picture by BVI in the BVI Territory.

     25.     NOTICE:  All notices, payments, accountings and other data which 
BVI is required or may desire to send or deliver to serve upon Beacon shall be 
delivered in person to an officer of Beacon, or deposited in the United States 
mails, postage prepaid and registered, or by air courier or by overnight mail, 
addressed to Beacon at:

               Beacon Communications Corp.
               1041 North Formosa Avenue
               Suite 200
               Santa Monica Building
               Los Angeles, CA 90046

     
     Copy to:     Michael A. Mayerson, Esq.
               Loeb & Loeb LLP
               10100 Santa Monica Boulevard
               Suite 2200
               Los Angeles, CA 90067-4164

or at such other address or addresses as Beacon may designate from time to 
time in writing.

     All notices, payments, accountings, and other data which Beacon is 
required or may desire to send or deliver to or serve upon BVI shall be 
delivered in person to an officer of BVI, or deposited in the United States 
mails, postage prepaid and registered, or deposited in the telegraph office 
with all charges prepaid or provided for, addressed to BVI at:  

               Buena Vista International, Inc.
               350 South Buena Vista Street
               Burbank, CA   91521
               Attention:  Senior Vice President
  Acquisitions and Business Affairs
     
     The date of personal delivery, mailing, or delivery of such notice shall 
be deemed the date or service of such notice or payment, unless otherwise 
specified herein; provided, that any notice which commences the running of any 
period of time for the exercise of any option or the performance of any other 
act by BVI (or of Beacon, provided that Beacon is still operating business at 
the notice address set forth above or as otherwise notified to BVI hereunder) 
shall be deemed served when so delivered.
     26.     EXHIBIT "NP":  In the event that the terms of this Agreement 
conflict with the terms of Exhibit "NP" or the terms of any other exhibit 
attached hereto (including, without limitation, Exhibit "SDT"), the terms set 
forth in the Agreement will control.

     27.     EXHIBITS:  Exhibits "R", "PE" and "PI" are attached hereto and 
incorporated herein by this reference.

     Please confirm your acceptance of the foregoing by signing in the space 
provided below.

                         BUENA VISTA INTERNATIONAL, INC.
 
                         By:___________________________

                         Its:__________________________


ACCEPTED AND AGREED TO:

BEACON COMMUNICATIONS CORP.               

By:___________________________
          
Its:__________________________          

I.D.#_________________________          
                                   

     I accept the designation as agent for service of process as set forth in 
Paragraph 17. above.

_______________________________
     Tom Bliss


<PAGE>

Exhibit 10.2

^ Confidential Treatment Requested


                                   TERM SHEET
                     LOCAL TELEVISION LICENSE AGREEMENT FOR
                      DENVER NUGGETS AND COLORADO AVALANCHE


TERM:

Seven years, beginning July 1 with the 1997-98 season.  At least ninety (90) 
days prior to October 1, 2003, the teams and Fox shall negotiate, 
confidentially and exclusively, in good faith with each other with respect to 
the terms and conditions under which Fox may acquire exclusive rights to a 
subsequent term of at least five years.  Should Fox and the teams be unable to 
reach an agreement by October 1, 2003, the teams will present an offer 
acceptable to the teams, of at least five years in duration, under which Fox 
would retain the rights.  Fox will then have the opportunity to accept or 
decline the offer within a period of fourteen days.  Should Fox decline the 
offer, the teams shall be free to negotiate and conclude an agreement with any 
third party, but not on terms more favorable to the third party than those 
presented to Fox.

RIGHTS:

Ascent will license to Fox Sports its traditional local free over-the-air and 
cable television rights for 65 regular season games and all available playoff 
games of each of the Denver Nuggets and Colorado Avalanche.  These rights will 
be subject to the rules, regulations and national television contracts of the 
NBA and NHL.  Fox will assume all of the teams existing free over-the-air 
obligations.

Fox's rights shall be exclusive within the teams' territories and shall 
include all forms of television including, free standard over-the-air, CABLE, 
DBS, MMDS, MDS, STV, LMDS, SMATV, Narrow and Broadband Services (to the extent 
they are delivered as part of the entire service in full screen live video 
with delivery securely restricted to applicable television territories), OVS 
and Video Dial Tone.  Pay-per-view games will be included only by mutual 
agreement.  Should any rights for Internet (except as noted above) or 
non-traditional or undeveloped rights become available, Fox shall have rights 
of first negotiation and first refusal for such rights.

Fox will have the right to determine the split between over-the-air and cable 
telecasts, provided that Fox will make a reasonable effort to clear a minimum 
of 20 games for each team on over-the-air television.  Under no circumstances 
shall Fox telecast more than half of either team's televised games on 
over-the-air television.  The teams can require Fox to provide carriage of 
playoffs on either free over-the-air or cable television, with Fox to decide 
between the two in its reasonable discretion, subject to existing free 
over-the-air obligations.

RIGHTS
FEES:

Fox Sports will pay Ascent the following rights fees for 65 regular season 
games of the Denver Nuggets and Colorado Avalanche during the corresponding 
regular season:

               1997-98        ^
               1998-99
               1999-00
               2000-01
               2001-02
               2002-03
               2003-04        ^

In addition, for first round playoff games, the rights fee per game will be ^ 
times the average regular season game fee for the corresponding regular 
season.  For subsequent round playoff games, the rights fee will be ^ times 
the average regular season game fee for the corresponding regular season.

PLAYOFF
BONUSES:

In any year a team makes the playoffs the following bonus will be paid:

               First round             ^
               Second round
               Conference Finals
               Finals
               Finals winner           ^

The bonus is payable as part of the next season's rights fee.  The bonus is 
not cumulative.

STRUCTURE:

^

^   If fewer than 65 games per team per season are available for telecast by 
Fox, then payments will be reduced pro rata and refunded within 30 days of the 
end of the applicable respective playing seasons.  With respect to force 
majeure events, strikes or lock outs, the parties shall negotiate terms no 
less favorable than Fox has agreed to with other teams.

LEAGUE
FEES:

The teams will be responsible for certain league fees, and Fox Sports will be 
responsible for all outer market and extended market fees.

PRODUCTION:

Fox will be responsible for all production costs and will use the talent 
currently employed by the teams at Fox's cost.  Should the current talent 
employed by the teams not be available in any year during the agreement, Fox 
and the teams shall mutually agree on the new talent.  The talent fee will be 
a negotiated fee, in line with fees paid by Fox at other networks.  Fox will 
employ the producer/director employed by the teams for a minimum of 40 events 
during each year of the agreement.  The fee for the producer/director will be 
negotiated and will be in line with fees paid by Fox at its other networks.

ADVERTISING:

The teams will retain two (2) minutes in each broadcast, at no cost, for use 
in promoting the teams and/or ticket sales to the team's games.  No sponsor 
tags will be allowed in these promotional spots if they conflict with a 
Network sponsor.  Fox will provide Ascent with an additional two (2) minutes 
in each broadcast at 50 percent of Fox's prior year average rate for sale to 
naming and founding sponsors of the Pepsi Center.

Fox and the teams will agree to an appropriate level of exclusivity for naming 
and founding sponsors but both parties agree that the degree of exclusivity in 
a category will be related to the total commercial time (from both the teams 
and Fox inventory) a sponsor obtains.

Fox shall honor all over-the-air television advertising time commitments and 
any applicable and corresponding category exclusivities (subject to Fox's 
standard time buy requirements for exclusivity) in existing team sponsorship 
agreements and shall work with the teams in negotiating pending team 
sponsorship agreements to best serve the prospective team sponsors for the 
1997-98 and 1998-99 NBA and NHL seasons.  Accordingly, Fox and the teams shall 
negotiate, in good faith, to determine the amount of the payments to Fox for 
television advertising based on average market rates obtained by Fox for 
comparable Nuggets and Avalanche inventory, rather than any existing 
advertising rate financial commitments to the sponsors for the 1997-98 and 
1998-99 NBA and NHL seasons.  The teams and Fox will negotiate ways in which 
sales to television sponsors and team sponsors can be coordinated.  

ARENA:

The teams and Fox will negotiate a package of tickets, suite ownership, 
signage, etc., to be provided to Fox reasonably similar to the packages 
provided to the teams' local television rights holders for the 1996-97 
season.  The teams will not provide tickets, suites, logo rights, signage etc. 
to Fox for Fox to pass-through to television sponsors, as all such 
non-television sponsorship elements will be retained by the teams for sale to 
sponsors.  In addition to the negotiated package, Fox will have the right to 
purchase additional tickets on a priority basis for its sponsors.

RENEGOTIATION:

To the extent that any change is made in the rules, regulations or national 
broadcasting agreements of either the NBA or NHL which materially and 
adversely affects the rights of either party hereunder and which it not 
otherwise compensated under the terms of the agreement, then the relevant team 
will negotiate in good faith an appropriate amendment to this agreement, which 
may be one that changes the fees payable to such team by Fox Sports.

WNBA:

Fox agrees that if the NBA awards Denver a WNBA team, Fox shall broadcast the 
team's available local games on either free over-the-air or cable television 
for the term of this agreement on terms to be more fully negotiated, but not 
to include the team retaining 70 percent of advertising time on over-the-air 
broadcasts.

This Terms Sheet summarizes the principal points of the agreement between the 
parties and, after approval by the leagues, will be binding on and enforceable 
against the parties, and govern their conduct until such time as the parties 
enter into a more complete license agreement, the final form of which will be 
subject to the approval of the leagues.
Agreed and Accepted:


Ascent EntertainmentFox Sports Rocky Mountain
Group, Inc.


By: /s/ Arthur M. Aaron                       By:/s/ Robert L. Thompson
Its: Vice President,                          Its:Senior Vice President
Business and Legal Affairs