EXHIBIT 10.9

SEPARATION AND RELEASE AGREEMENT

THIS SEPARATION AND RELEASE AGREEMENT dated as of April 25, 2001 ("this Agreement"), is entered into between Jerome H. Kern ("Executive") and On Command
Corporation (the "Company").

RECITALS

Executive and the Company desire to provide for termination of Executive's employment with the Company and the voluntary resolution of all issues relating to
Executive's relationship with the Company and its affiliates.

AGREEMENT

In consideration of the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1.Termination of Employment.As of the close of business on April 27, 2001, Executive will cease to be an officer or
employee of any of the Company and any subsidiary of the Company (collectively, the "Employers") and, except as provided in this Agreement, Executive's work responsibilities and duties to any of the
foregoing will cease, all as of the date hereof. Executive will continue to serve as Chairman of the Board of Directors of the Company (the "Board") until June 1, 2001 and thereafter until a
successor is appointed by the Board (at which date Executive will resign as a member of the Board) or until Executive resigns from the Board (such date, the "Termination Date"). Until the Termination
Date, Executive will perform the duties of Chairman of the Board diligently and in good faith.

2.Severance Pay and Other Consideration.Executive will receive the following severance pay and other consideration (all
payments described in this paragraph 2 will be subject to all applicable federal, state and local withholding requirements):



3.Benefits.



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4.Preferred Stock.Pursuant to Section 12 of the Stock Purchase and Loan Agreement (the "Purchase Agreement") dated
as of August 4, 2000, by and between the Executive and the Company, the Company has the right, under certain circumstances, to repurchase all or a portion of certain "Unvested Shares"
(as defined in the Purchase Agreement). To the extent that the Company has the right to purchase such shares under Section 12 of the Purchase Agreement as a result of the termination of
employment set forth in this Agreement, the Company waives such right to purchase any Unvested Shares. Executive also agrees that Section 24 of the Purchase Agreement is hereby amended to
provide that to the extent the Executive has the right to vote any shares of stock acquired pursuant to the Purchase Agreement as a separate class, Executive will cause the Preferred Shares (as
defined in the Purchase Agreement) to be voted in the manner as recommended by the Company's Board of Directors.

5.Releases.



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6.Authority to Release.Executive and the Company each warrants to the other that such party has not assigned or transferred
to any person or entity all or any portion of any Claim that is released, waived and discharged in this Agreement.

7.Return and Protection of Employer's Property; Restrictive Covenants.



8.Non-Admission of Liability or Wrongdoing.By entering into this Agreement, neither Executive nor the Company
admits any impropriety, wrongdoing or liability of any kind whatsoever, and on the contrary, expressly denies the same. Executive and the Company expressly agree that this Agreement has no
precedential effect, value or impact whatsoever as to any person not a party to this Agreement.

9.Confidentiality.Executive will keep the terms of this Agreement confidential, and will not in any way disclose the same
to any person for any reason whatsoever, unless (a) the disclosure is to an attorney or accountant for Executive and is necessary for the rendition of legal or tax advice by Executive's
attorney or accountant (in which event Executive will be responsible for his attorney's or accountant's compliance with the restrictions stated in this paragraph), (b) the communication or
disclosure is to Executive's spouse (in which event Executive will be responsible for his spouse's compliance with the restrictions stated in this paragraph), (c) the communication or
disclosure is compelled by law, or (d) the communication or disclosure is in accordance with the provisions of paragraph 10.

10.Press Release.The Company and Executive will cooperate in the preparation of any press release or public announcement
concerning the subject matter of this Agreement and neither the Company nor the Executive will issue any press release or public announcement without the consent of the other and neither the Company
nor Executive will withhold its or his consent unreasonably.

11.Entire Agreement; Modification.This Agreement sets forth the entire agreement and understanding of the parties
concerning the subject matter hereof, and supersedes all prior agreements, arrangements and understandings relative to that subject matter. No term or provision hereof may be modified or extinguished,
in whole or in part, except by a writing which is dated and signed by the parties to this Agreement. No waiver of any of the provisions or conditions of this Agreement or of any of the rights, powers
or privileges of a party will be effective or binding unless in writing and signed by

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the party claimed to have given or consented to such waiver. No representation, promise or inducement has been made to or relied upon by or on behalf of either party concerning the subject matter
hereof which is not set forth in this Agreement. In particular, Executive will receive no salary, vacation pay, sick leave, benefit, payment, bonus, incentive compensation, stock award, performance
award or other compensation related to his employment with any of the Employers other than the consideration set forth herein, and Executive hereby agrees that he is not entitled to the same.

12.Acknowledgments.Executive acknowledges that (a) Executive received from the Company a draft of this Agreement on
April 22, 2001, (b) the final version of this Agreement was reached through discussions between the Company and Executive occurring between April 22, 2001 and April 26,
2001, (c) Executive was offered a period of time (through April 26, 2001) in which to consider this Agreement, and (d)Executive has been invited and
advised to consult with an attorney regarding this Agreement before signing it. Executive voluntarily signs this Agreement, andpersonally or through his
attorneyreturns this executed Agreement to Greg Armstrong, On Command Corporation, 7900 East Union Avenue, Denver, Colorado 80237, the authorized representative of the Company, by
hand-delivery or certified mail, on or before April 26, 2001. By so returning this executed Agreement, Executive voluntarily waives the balance of the 21-day period
provided by the Older Worker Benefit Protection Act, 29 U.S.C. ' 626(f)(1)(F)(i), and acknowledges that the requirements of 29 U.S.C. ' 626(f)(1)(F)(i) have been fully satisfied.

Executive
further acknowledges that Executive may revoke this Agreement by arranging for the delivery, by hand-delivery or certified mail, to Greg Armstrong, the authorized
representative of the Company, (y) a written notice of revocation and (z) the payments provided by the Company to Executive pursuant to paragraph 2 of this Agreement (if
previously paid to Executive), within the seven-day period following the Company's receipt of the executed Agreement, as provided by the Older Worker Benefit Protection Act, 29 U.S.C. '
626(f)(1)(G). If the Company does not receive a written notice of revocation and the return of such payments provided by the Company to Executive, on a timely basis, this Agreement will take effect on
the eighth day following the Company's receipt of the executed Agreement.

13.No Mistake.The parties forever waive all rights to assert that this Agreement was the result of a mistake of law or
fact.

14.Notices.All notices, claims, requests, demands and other communications required hereunder will be in writing and will
be deemed to be duly given if: (a) personally delivered (including delivery by Federal Express or other nationally recognized overnight courier) or (b) sent by telecopy as follows:

If to the Company, to:

On Command Corporation
7900 East Union Avenue
Denver, Colorado 80237
Attn: President
Telecopy No.: (720) 873-3399With a copy similarly
addressed:

Attn: General Counsel
Telecopy No.: (720) 873-3397If to Executive:

Jerome H. Kern
31 Albion Place
Castle Rock, Colorado 80104


or
to such other address or addresses as the party to whom notice is to be given may have previously furnished to the other in writing in the manner set forth above. Notices will be deemed given and
received at the time of such personal delivery or telecopying.

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15.Governing Law.This Agreement will be governed and construed in accordance with the laws of Colorado without giving
effect to rules regarding conflicts of laws.

16.Venue; Waiver of Jury Trial.The parties hereby irrevocably submit to the jurisdiction of, and agree that any action
pertaining to this Agreement, the interpretation or enforcement hereof or the rights or obligations of the parties hereunder will be brought only in, the courts of the State of Colorado or the federal
district court of the United States of America located in the State of Colorado. The parties consent to and grant any such court jurisdiction over the person of such parties and over the subject
matter of such dispute and agree that delivery of process or other papers in connection with any such action or proceeding in the manner provided in paragraph 14 or in such other manner as may
be permitted by law will be valid and sufficient service thereof. Each party hereby irrevocably and unconditionally waives any right that such party may have to a trial by jury in respect of any
litigation directly or indirectly arising out of or relating to this Agreement, or the transactions contemplated by this Agreement. Each party certifies and acknowledges that (i) no
representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of litigation, seek to enforce the foregoing waiver,
(ii) each party understands and has considered the implications of this waiver, (iii) each party makes this waiver voluntarily and (iv) each party has been induced to enter into
this Agreement by, among other things, the mutual waivers and certifications in this paragraph 16.

| |  | ON COMMAND CORPORATION          
| |  | --------------------------------
| |  | By:                             
| |  | Title:                          
| |  | Date:                           
| |  | /s/ Jerome H. KernJerome H. Kern
| |  | Date:                           

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