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                                    AGREEMENT

                  This AGREEMENT is made as of June 5, 1997, by and between H.F.
Lenfest ("Lenfest") and Lenfest Jersey, Inc., Lenfest York, Inc., Lenfest
Raystay, Inc. and MicroNet, Inc. (collectively, the "Companies").

                                   WITNESSETH

                  WHEREAS, Lenfest has provided his personal guaranties
(aggregating $67 million in original principal amount; the "Guaranties") to
certain movie studios for the benefit of Lenfest Communications, Inc. ("LCI")
and its subsidiaries; and

                  WHEREAS, By providing such Guaranties, LCI, the Restricted
Subsidiaries (as defined in that certain Credit Agreement, dated as of June 27,
1996, between and among LCI and the several banks parties thereto), the
Companies and the other LCI subsidiaries have enjoyed material tangible and
intangible benefits (including, without limitation, availability of funds,
credit rating considerations and preservation of investments) which would
otherwise not have been available or would have been available at additional
direct and indirect monetary cost and loss or impairment of good will to LCI,
the Restricted Subsidiaries and the Companies, the effect of which costs, loss
and impairments cannot be calculated but are acknowledged to be substantial and
of great significance; and

                  WHEREAS, LCI and the Restricted Subsidiaries had previously
agreed to indemnify Lenfest from and against any loss Lenfest might suffer in
making good the Guaranties;

                  WHEREAS, Lenfest has agreed to release LCI and the Restricted
Subsidiaries from their indemnity obligations if each of the Companies (to the
extent the providing of the indemnity does not violate any agreement to which
the Company is a party) jointly and severally agree to indemnify, defend and
hold harmless Lenfest from and against any loss, cost and expense Lenfest might
suffer in making good the Guaranties;

                  WHEREAS, Lenfest and each of the Companies now wish to set
forth their entire understanding and agreement with respect to their indemnity
obligations.

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                  NOW, THEREFORE, the parties hereto, in consideration of the
premises and the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
intending to be legally bound hereby, agree as follows:

1.       Each Company shall (to the extent the fulfillment of its obligations
         hereunder does not then violate any agreement to which such Company is
         then a party), jointly and severally, act as surety for Lenfest, and
         shall indemnify, defend and hold harmless Lenfest, from, against and in
         respect of all liabilities, obligations, claims, damages, losses,
         penalties, actions, judgments, suits, proceedings, demands,
         assessments, costs, and expenses (including attorneys' fees and costs),
         and disbursements of any kind or nature whatsoever which may be imposed
         upon, incurred by or asserted against Lenfest in any way resulting
         from, associated with, relating to or arising from Lenfest's
         obligations under the Guaranties.

2.       Except as expressly set forth herein, the obligations of each of the
         Companies are direct, absolute, irrevocable and unconditional and are
         valid irrespective of any other agreement or circumstance which
         otherwise might constitute a defense to the obligations hereunder or to
         the obligations of others.

3.       This Agreement may be executed in counterparts, each of which shall be
         an original for all purposes, but all of which taken together shall
         constitute only one Agreement. This Agreement sets forth the entire
         agreement between the parties and shall not be modified or amended, in
         whole or part, without the written consent of each of the parties. The
         obligations of the Companies cannot be assigned or delegated in whole
         or part without the prior written consent of Lenfest.

4.       This Agreement shall be governed by and construed in accordance with
         the internal laws of the Commonwealth of Pennsylvania without giving
         effect to any principles of conflicts of law. This Agreement shall be
         interpreted and construed as a contract of suretyship.

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5.       This Agreement shall be binding upon and shall inure to the benefit of
         the parties hereto and their respective heirs, executors,
         administrators, legal representatives, successors and assigns.

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

                                           H.F. LENFEST


                                           /s/ H.F. Lenfest
                                           -----------------------------------
                                               H.F. Lenfest

                                           LENFEST JERSEY, INC.


                                           By:/s/ Harry F. Brooks
                                           -----------------------------------
                                              Harry F. Brooks, Vice President

                                           LENFEST YORK, INC.


                                           By:/s/ Harry F. Brooks
                                           -----------------------------------
                                              Harry F. Brooks, Vice President

                                           LENFEST RAYSTAY, INC.


                                           By:/s/ Harry F. Brooks
                                           -----------------------------------
                                              Harry F. Brooks, Vice President


                                           MICRONET, INC.


                                           By:/s/ MaryAnn Bryla
                                           -----------------------------------
                                              MaryAnn Bryla, Treasurer


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