PREFERRED STOCK PURCHASE AGREEMENT

This
Preferred Stock Purchase Agreement (this "Agreement") is made and entered into on March 5, 2001 by and among On Command
Corporation, a Delaware corporation (the "Company"), and Ascent Entertainment Group, Inc., a Delaware corporation
("Buyer").

WHEREAS,
the Company desires to issue and sell, and Buyer desires to buy shares of a newly designated series of the Company's Preferred Stock, par value $0.01 per share, subject to the
terms and conditions set forth herein; and

NOW,
THEREFORE, for and in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.Purchase and Sale.

1.1.Sale of Purchased Shares.At the Closing, upon the terms and conditions contained herein, the Company shall
issue, sell and deliver to Buyer 15,000 shares (the "Purchased Shares") of the Company's Cumulative Redeemable Preferred Stock, Series B, par
value $.01 per share (the "Series B Preferred Shares"). Such issuance, sale and delivery shall be effected by the delivery to Buyer at the
Closing of (i) the certificate or certificates representing the Purchased Shares, issued in the name of Buyer or its designee and (ii) such other documents or instruments which may be
necessary, or which Buyer may reasonably request, in order to effectively vest in Buyer good and marketable title to the Purchased Shares, free and clear of all Liens and Restrictions other than
Permitted Restrictions.

1.2.Purchase of Purchased Shares.At the Closing, upon the terms and conditions set forth in this Agreement,
Buyer shall purchase all, but not less than all, of the Purchased Shares for a total purchase price (the "Purchase Price") equal to Fifteen Million
Dollars ($15,000,000). The Purchase Price shall be paid by wire transfer of immediately available funds to an account designated by the Company in writing.

1.3.Closing.The closing of the purchase and sale of the Purchased Shares (the
"Closing") shall be held at the offices of Buyer, 9197 South Peoria Street, Englewood, Colorado 80112, or at such other place as the parties may agree,
at 1:00 p.m., local time, on March 5, 2001, or at such other date and time as the parties may agree. (The date on which the Closing occurs is referred to as the
"Closing Date").

2.Representations and Warranties of the Company.The Company represents and warrants to Buyer as follows:

2.1.Authority.(a) The Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, and has all requisite power and authority to conduct its business as now being conducted and to enter into this Agreement and to perform its obligations
hereunder. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the
part of the Company.



2.2.Issuance of Shares.The Purchased Shares, upon issuance and delivery against payment therefor in accordance
with the terms and conditions of this Agreement will be duly authorized, validly issued, fully paid and non-assessable, will possess all of the rights, privileges and preferences provided
therefor in the Certificate of Designations, will be free of all Liens and Restrictions other than Permitted Restrictions, and will not be issued in violation of any preemptive rights.

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2.3.Binding Agreement.This Agreement has been duly executed and delivered by the Company and is a legal, valid
and binding obligation of the Company, enforceable in accordance with its terms, except insofar as enforceability may be limited by principles governing the availability of equitable remedies.

2.4.Capitalization.At the date hereof, the authorized capital stock of Company consists of
(a) 50,000,000 shares of common stock, par value $.01 per share ("Common Stock"), and (b) 10,000,000 shares of preferred stock, par value
$.01 per share ("Preferred Stock"). As of the close of business on December 31, 2000, (i) 30,554,388 shares of Common Stock were issued
and outstanding, (ii) 13,500 shares of Preferred Stock were issued and outstanding, all of which had been designated as "Convertible Participating Preferred Stock, Series A, par value,
$.01 per share" ("Series A Preferred Stock"), and (iii) an aggregate of 12,843,429 shares of Common Stock were reserved for issuance upon
the exercise, exchange or conversion of securities which are convertible into (including the Series A Preferred Stock) or exercisable or exchangeable for Common Stock, and no shares of Common
Stock were held (x) by the Company in its treasury or (y) by any Subsidiary of Company. Except as specified in this Section 2.4, there are no subscriptions, options, warrants,
calls, rights, commitments or any other agreements of any character to or by which the Company is a party or is bound which, directly or indirectly, obligate Company to issue, sell or deliver or cause
to be issued, sold or delivered any shares of Common Stock or Preferred Stock or any other capital stock or equity interest of Company or any securities convertible into, or exercisable or
exchangeable for, or evidencing the right to subscribe for, any such shares or interests, or obligating Company to grant, extend or enter into any such subscription, option, warrant, call or right.
All issued and outstanding shares of Common Stock and Series A Preferred Stock have been validly issued and are fully paid and nonassessable, are not subject to and have not been issued in
violation of any preemptive rights and have not been issued in violation of any Federal or state securities laws.

2.5.No Violation.None of the execution or delivery by the Company of this Agreement, the performance by the
Company of its obligations hereunder, nor the consummation of the transactions contemplated hereby (i) has resulted or will result (with or without notice, lapse of time or otherwise) in a
breach of the terms or conditions of, a default under, a conflict with, or the acceleration of (or the creation in any person of any right to cause the acceleration of) any performance or any increase
in any payment required by, or the termination, suspension, modification, impairment or forfeiture (or the creation in any person of any right to cause the termination, suspension, modification,
impairment or forfeiture) of any material rights or privileges of the Company under (A) the certificate of incorporation, bylaws or other constituent documents of the Company, (B) any
agreement, contract, arrangement or understanding, written or oral (collectively, "Contract"), or any judgment, writ, order or decree (collectively,
"Judgment") to which the Company is a party or by or to which the Company, its properties, assets or business or any of the Purchased Shares being sold
by the Company are or may be subject, bound or affected or (C) any applicable law, rule or regulation (collectively, "Law"); (ii) has
resulted or will result (with or without notice, lapse of time or otherwise) in the creation, imposition, or foreclosure of or right to exercise or foreclose any Lien or Restriction of any nature
whatsoever upon or in any of (A) the assets of the Company (other than the Purchased Shares being sold by the Company) or (B) the Purchased Shares; or (iii) assuming that the
issuance, sale and delivery to Buyer of the Purchased Shares is a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities
Act"), and from qualification or registration under applicable state securities laws, requires or will require the Company to make any filing with, to give any notice to or to
obtain any permit, authorization, consent or approval of any person.

2.6.Proceedings.Except as set forth in the Company SEC Reports, there is no action, suit, investigation or
proceeding, governmental or otherwise ("Proceeding"), pending or, to the Company's knowledge, threatened against the Company or its affiliates,
directors, officers, employees or agents, nor is there any basis for such Proceeding known to the Company.

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2.7.No Brokers.None of the Company, its affiliates or any of their respective directors, officers, employees
or agents, as such have entered into any Contract with any person which will result in the obligation of Buyer to pay any finder's fees, brokerage or agent's commissions or other like payments in
connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby.

2.8.SEC Filings; Financial Statements.



2.9.Absence of Certain Changes and Events.Except as disclosed in the Company SEC Reports, since
December 31, 1999, (a) the Company and the its Subsidiaries have conducted their respective businesses only in the ordinary course and (b) there has not been any material adverse
change in the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole.

3.Representations, Warranties and Covenants of Buyer.Buyer represents and warrants to the Company as follows:

3.1.Authority.Buyer is a corporation duly organized, validly existing and in good standing under the laws of
the State of Delaware and has all requisite power and authority to conduct its business and operations as now being conducted and to enter into this Agreement and to perform its obligations

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hereunder. The execution, delivery and performance by Buyer of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action
on the part of Buyer.

3.2.Binding Agreement.This Agreement has been duly executed and delivered by Buyer and is a legal, valid and
binding obligation of Buyer, enforceable in accordance with its terms, except insofar as enforceability may be limited by principles governing the availability of equitable remedies.

3.3.No Violations.Except, as to clauses (ii), (iii), and (iv) below, as would not have, individually or
in the aggregate, a material adverse effect on the transactions contemplated hereby (including, without limitation, on Buyer's ability to perform its obligations hereunder), none of the execution or
delivery by Buyer of this Agreement, the performance by Buyer of its obligations hereunder or the consummation of the transactions contemplated hereby will (i) violate or conflict with any term
or provision of the certificate of incorporation or bylaws (or other constituent documents) of Buyer, (ii) violate any provision of any Law or Judgment applicable to Buyer or by which any of
its properties or assets are bound or affected, (iii) require any consent, approval, filing or notice under any provision of any Law or Judgment applicable to Buyer, or (iv) require any
consent, approval or notice under, or violate, or be in conflict with, or constitute a breach of or default under (with or without the giving of notice or the lapse of time or both), or permit the
termination of any provision of, or result in the acceleration of (or give anyone the right to accelerate) the maturity or performance of any obligation of Buyer under, any note, bond, indenture,
mortgage, deed of trust, lease, franchise, permit, authorization, license, contract, instrument or other agreement or commitment to which Buyer is a party or by which Buyer, or any of its assets or
properties are bound or encumbered.

3.4.No Brokers.None of Buyer, its affiliates or any of their respective directors, officers, employees or
agents, as such have entered into any Contract with any person which will result in the obligation of the Company to pay any finder's fees, brokerage or agent's commissions or other like payments in
connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby.

3.5.Investment Representations and Covenants.



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4.Indemnification.

4.1.Mutual Indemnification.





4.2.Survival of Representations and Warranties.The representations and warranties contained in this Agreement
shall survive the Closing and remain in full force and effect for a period of twelve (12) months after the Closing Date; provided that the Company's representations and warranties set forth in
Sections 2.1, 2.2 and 2.3 shall survive indefinitely.

5.Miscellaneous.

5.1.Governing Law.This Agreement shall be construed in accordance with and governed by the laws of the State
of Delaware, without regard to principles of conflicts of laws.

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5.2.Definitions.As used in this Agreement, the following terms have the following meanings:



5.3.Expenses.The Company agrees to pay all expenses incurred by Buyer in connection with the negotiation and
execution of this Agreement and the consummation of the transactions contemplated hereby, including all fees and disbursements of its legal counsel and the payment of any stock transfer or stamp
taxes.

5.4.Counterparts.This Agreement may be executed in several counterparts and as so executed shall constitute
one agreement binding on the parties hereto.

5.5.Further Actions After the Closing.If, subsequent to the Closing Date, further documents are reasonably
requested in order to carry out the provisions and purposes of this Agreement, the parties hereto shall execute and deliver such further documents.

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5.6.Severability.In the event that any part or parts of this Agreement shall be held to be unenforceable to
its or their full extent, then it is the intention of the parties hereto that such part or parts shall be enforced to the full extent permitted under the laws, and, in any event, that all other parts
of this Agreement shall remain valid and fully enforceable as if the unenforceable part or parts had never been a part hereof.

5.7.Amendments.This Agreement may be amended only by written instrument signed by all parties.

5.8.Notices.Any notice or other communication required or contemplated by the terms of this Agreement shall be
delivered in person or sent by telecopy, overnight courier, or registered or certified mail, postage prepaid, return receipt requested. Any such notice or other communication shall be addressed to the
intended recipient at the address set forth below such party's signature on the signature page hereof, or at such other address of which such party shall have given notice as herein provided. Notice
shall be deemed given on the date of delivery, in the case of personal delivery or telecopy, or on the delivery or refusal date, as specified on the return receipt, in the case of overnight courier or
registered or certified mail.

5.9.Entire Agreement.The provisions of this Agreement set forth the complete understanding and intention of
the parties with respect to the subject matter hereof and supersede all prior agreements or understandings, whether written or oral, relating to the subject matter hereof.

[SIGNATURE PAGE FOLLOWS]

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IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date first written above.

| |  | ON COMMAND CORPORATION                                                                                            
| |  | ------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                               
| |  | Address for Notices:                                                                                              
| |  | 7900 East Union Avenue
Tower III
Denver, CO 80237
Attention: Bertram Perkel                                       
| |  | ASCENT ENTERTAINMENT GROUP, INC.                                                                                  
| |  | /s/ Gary S. HowardName: Gary S. Howard
Title: Exec. Vice President, COO & Director                                
| |  | Address for Notices:                                                                                              
| |  | c/o Liberty Media Corporation
9197 South Peoria Street
Englewood, Colorado 80112
Attention: Elizabeth M. Markowski

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