SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



Date   of   report    (Date   of   earliest    event    reported):    June   3,
1997

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


   Delaware                         0-27192              52-1930707
(State or other jurisdiction of           (Commission       (I.R.S. Employer
incorporation or organization)     File No.)          Identification No.)

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

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


<PAGE>


Item 5.     Other Events

On June 13, 1997, Ascent  Entertainment  Group,  Inc.  ("Ascent") issued a press
release  reporting on the  announcement  by COMSAT  Corporation  ("COMSAT") that
COMSAT  would  complete its  distribution  of its 80.67%  ownership  interest in
Ascent   to   COMSAT's   shareholders   through   a   tax-free   dividend   (the
"Distribution"). COMSAT further stated that it had declared the special dividend
to its  shareholders on June 12, 1997 and had  established  June 19, 1997 as the
record date and June 27, 1997 as the distribution date for the dividend.  A copy
of the Ascent release is attached hereto as Exhibit 20 and  incorporated  herein
by reference.

In connection with the Distribution,  on June 3, 1997, Ascent and COMSAT entered
into a Distribution  Agreement and a Tax Disaffiliation  Agreement governing the
Distribution  and certain  relationships  between the  companies  following  the
Distribution. A copy of the Distribution Agreement is attached hereto as Exhibit
10(a)  and a copy of the Tax  Disaffiliation  Agreement  is  attached  hereto as
Exhibit 10(b) and each is incorporated herein by reference.


Item 7.     Financial Statements and Exhibits

       (c)  Exhibits  (listed  according  to the  number  assigned  in Item 601
of Regulation S-K)


       Exhibit No.                                   Description

      10(a)                             Distribution Agreement between
                                        Ascent and COMSAT dated June 3, 1997

      10(b)                             Tax Disaffiliation Agreement between
                                        Ascent and COMSAT dated June 3, 1997

      20                                Press Release by Ascent dated
                                        June 13, 1997


<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 hereunto duly authorized.

                        Ascent Entertainment Group, Inc.



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

Date: June 19, 1997


<PAGE>





                                                                   EXHIBIT 10(a)

                             DISTRIBUTION AGREEMENT

      THIS DISTRIBUTION  AGREEMENT (this "Agreement") is entered into as of this
3rd day of June, 1997, by and between COMSAT Corporation ("COMSAT"),  a District
of Columbia  corporation,  and Ascent Entertainment  Group, Inc.  ("Ascent"),  a
Delaware corporation.

                                    RECITALS

      A. The COMSAT Board of Directors has determined that it is appropriate and
desirable to distribute,  subject to certain conditions,  to the shareholders of
COMSAT on a pro rata basis all of COMSAT's  interest in Ascent's  common  stock,
par value $0.01 per share ("Ascent Common Stock") on the  Distribution  Date, as
defined below (the "Distribution").

      B. The  Distribution  is  intended to qualify as a tax-free  spin-off  
under Section 355 of the Internal Revenue Code of 1986, as amended.

      C. The parties  hereto have  determined  that in order to  accomplish  the
objectives of the Distribution and to facilitate the consummation thereof, it is
necessary  and  desirable to  restructure  certain  intercompany  relationships,
allocate certain liabilities and provide indemnification, as set forth herein.

      D.  The  Ascent  Board  of  Directors,  upon  the  recommendation  of  the
disinterested directors of its Board of Directors (within the meaning of Section
144 of the Delaware General  Corporation Law), and the COMSAT Board of Directors
have approved this Agreement.

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged,  COMSAT and Ascent, for themselves,
their successors and assigns, hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

      1.1 Definitions.  As used in this Agreement, the following terms will have
the following meanings,  applicable both to the singular and the plural forms of
the terms described.

      "Action" means any action, claim, suit, arbitration,  inquiry,  proceeding
or investigation by or before any court, any  governmental,  regulatory or other
administrative agency or commission or any arbitration tribunal.

      "Actual Tax Payment" has the meaning set forth in Section 4.04(d) hereof.

      "Affiliate"  shall have the meaning ascribed to such term under Rule 12b-2
of the General  Rules and  Regulations  of the SEC under the Exchange Act or any
successor rule thereto.

      "After-Tax Tax-Related Losses" means an amount that, after (i) subtraction
of the  aggregate  additional  taxes  incurred  or to be  incurred  by the party
indemnified  pursuant to Section  4.04 hereof as a result of the receipt of such
payment and (ii) addition of the tax benefit to the party  indemnified  pursuant
to Section  4.04 hereof of any  deductions  taken by such party on account  such
Tax-Related  Losses,  is  equal to the  amount  of the  correlative  Tax-Related
Losses.  The additional  taxes and the tax benefit  referred to in the preceding
sentence  shall be  determined  using the highest  statutory  marginal tax rates
applicable to the party indemnified pursuant to Section 4.04 hereof.

      "Agent"  means the  distribution  agent for the  Distribution  selected by
COMSAT, such selection to be reasonably acceptable to Ascent.

      "Aggregate  Spin-off  Tax  Liabilities"  means the sum of the Spin-off Tax
Liabilities with respect to each Taxing Jurisdiction.

      "ANS" means Ascent  Network  Services,  Inc., a  wholly-owned  subsidiary
of Ascent.

      "Appraisal"   means  the  appraisal  of  the  assets  of  Ascent  and  its
Subsidiaries by American Appraisal Associates made as of the Effective Time.

      "Ascent" means Ascent Entertainment Group, Inc.

      "Ascent  Books  and  Records"  means  the  books  and  records  (including
computerized  records) of the Ascent Entities and all books and records owned by
COMSAT  Entities  which are  necessary  to operate  the  business  of the Ascent
Entities including,  without limitation,  all such books and records relating to
Ascent Entity  employees,  original  corporate  minute books,  stock ledgers and
certificates and corporate seals, and all licenses, leases, agreements,  filings
relating to Ascent  Entities or the business of Ascent  Entities;  provided that
COMSAT shall have access to, and have the right to obtain  duplicate  copies of,
the Ascent Books and Records in accordance with the provisions of Article 5.

      "Ascent  Business"  means the  businesses  engaged in (i) prior to the IPO
Date by COMSAT which were (A)  contributed  to the Ascent  Entities on or before
the IPO Date and (B) owned by the Ascent  Entities as of the IPO Date,  and (ii)
on and after the IPO Date by the Ascent Entities.

      "Ascent Assets" means the assets used in the Ascent Business.

      "Ascent  Common  Stock" has the  meaning  set forth in the  recitals to
this Agreement.

      "Ascent  Covered  Person" means any Ascent Entity and each  individual who
served during the  applicable  policy  period prior to the  Effective  Time as a
director,  officer or other covered employee of such Ascent Entity, in each case
to the extent covered by a particular Insurance Policy.

     "Ascent Entities" means Ascent and its Subsidiaries.  "Ascent Entity" means
any of the Ascent Entities.

      "Ascent  Entity  Employee"  means any  employee  or former  employee of an
Ascent Entity;  provided,  however, that any former employee of an Ascent Entity
who is employed by a COMSAT Entity as of the Distribution shall not be deemed to
be an Ascent Entity Employee.

      "Best Efforts" means all reasonable efforts within the power of a party to
effect a given action,  but shall not be construed so as to require any party to
take any action  that would have a  material  adverse  consequence  to the party
responsible for performance of such action or make a material payment if neither
customarily nor proximately related to the performance of such action.

      "Business Day" means any day other than a Saturday,  a Sunday, or a day on
which banking  institutions  located in the State of Maryland are  authorized or
obligated by law or executive order to close.

      "Change of Control," as applied to COMSAT,  means (i) the  acquisition  by
any person (other than COMSAT or an employee  benefit plan  sponsored by COMSAT)
of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of 50%
of more of the outstanding  voting securities of COMSAT;  (ii) any change in the
composition of the COMSAT Board of Directors  such that the Incumbent  Directors
cease to constitute a majority of the Board;  (iii) approval by the shareholders
of a merger,  share exchange,  swap,  consolidation,  recapitalization  or other
business   combination   which,  if   consummated,   would  result  in  COMSAT's
shareholders  holding less than 60% of the combined voting power of COMSAT,  the
surviving  entity  or its  parent  (as  applicable);  or  (iv)  approval  by the
shareholders of the sale of all or substantially  all of COMSAT's assets,  other
than to an entity 60% of the combined voting power of which would then be owned,
directly or indirectly, by COMSAT's shareholders.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Control" means the possession, direct or indirect, of the power to direct
or cause the  direction  of the  management  and  policies of a Person,  whether
through the ownership of voting securities, by contract, or otherwise.

      "COMSAT" means COMSAT Corporation.

      "COMSAT Assets" means the assets used in the COMSAT Business.

      "COMSAT  Books  and  Records"  means  the  books  and  records  (including
computerized  records) of the COMSAT Entities and all books and records owned by
Ascent  Entities  which are  necessary  to operate  the  business  of the COMSAT
Entities including,  without limitation,  all such books and records relating to
COMSAT Entity  employees,  original  corporate  minute books,  stock ledgers and
certificates and corporate seals, and all licenses, leases, agreements,  filings
relating  to  COMSAT  Entities  or the  business  of  COMSAT  Entities  (but not
including the Ascent Books and Records).

      "COMSAT  Business" means the business  engaged in by COMSAT other than the
Ascent Business.

      "COMSAT Common Stock" means the common stock, no par value, of COMSAT.

     "COMSAT   Entities"   means  COMSAT  and  its   Subsidiaries   (other  than
Subsidiaries that constitute Ascent Entities). "COMSAT Entity" shall mean any of
the COMSAT Entities.

      "Consents"  means  consents,   notices,  waivers,   regulatory  approvals,
filings, amendments, permits, qualifications,  transfers or other assignments of
any kind.

      "Corporate  Agreement"  means the Corporate  Agreement  between COMSAT and
Ascent entered into as of December 18, 1995.

      "Deemed Tax Payment" has the meaning set forth in Section 4.04(d) hereof.

      "DGCL" means the General  Corporation Law of the State of Delaware,  as in
effect on the date hereof and as the same may  hereafter be amended from time to
time.

      "Distribution"   has  the  meaning  set  forth  in  the   recitals  to
this Agreement.

      "Distribution  Date"  means the date  determined  by the  COMSAT  Board of
Directors on which the  Distribution  will be effected in accordance  with,  and
subject to, the terms and conditions specified in this Agreement.

      "Distribution  Taxable  Year"  means  COMSAT's  taxable  year in which the
Distribution occurs.

      "Effective Time" means 5:00 p.m., local time in Bethesda, Maryland, on the
Distribution  Date or such other time on the Distribution Date as COMSAT's Board
of Directors, in its discretion, may establish.

      "Equity  Securities" means any stock or other equity securities treated as
stock for tax purposes, or options,  warrants,  rights, convertible debt, or any
other  instrument  or  security  that  affords  any Person  the  right,  whether
conditional or otherwise, to acquire stock.

      "Fifty-Percent  or Greater  Interest" has the meaning  provided in section
355(d)(4) of the Code,  provided that the aggregation rules of section 355(d)(7)
of the Code shall apply for this  purpose,  and further  provided  that  section
318(a)(2)  of the Code shall apply but without  regard to the phrase "50 percent
or more in value" in section 318(a)(2)(C). Notwithstanding the foregoing, if (i)
a Person acquires stock in Ascent by reason of holding stock in COMSAT, and (ii)
such  Person did not  acquire  stock in COMSAT  pursuant to a plan (or series of
related transactions)  pursuant to which such Person acquired stock representing
a  Fifty-Percent  or Greater  Interest in COMSAT,  Ascent,  or any  successor to
either COMSAT or Ascent,  the  acquisition in clause (i) shall not be taken into
account for purposes of determining whether a Person acquired stock representing
a  Fifty-Percent  or Greater  Interest in COMSAT,  Ascent,  or any  successor to
either COMSAT or Ascent.

      "Final Determination" means (i) a final resolution of liability for tax by
IRS  Form  870 or  870-AD  (or any  successor  forms  thereto),  on the  date of
acceptance by or on behalf of the IRS, or by a comparable form under the laws of
other  jurisdictions,  except that a Form 870 or 870-AD or comparable  form that
reserves (whether by its terms or by operation of law) the right of the taxpayer
to file a claim for refund and/or the right of the Taxing  Authority to assert a
further deficiency shall not constitute a Final Determination;  (ii) a decision,
judgment,  decree,  or other order by any court of competent  jurisdiction  with
respect to which the period of time for filing an appeal has lapsed  without any
such appeal being taken on any issue pertaining to any Spin-off Tax Liabilities,
(iii)  a  closing  agreement  under  section  7121  of  the  Code  or a  similar
enforceable agreement under state or local law, (iv) a decision by the Secretary
of the  Treasury  of the United  States or similar  official of a state or local
government or governmental  unit to refund any Spin-off Tax  Liabilities,  which
decision may not be revoked, reversed,  overturned or modified, or (v) a binding
settlement agreement entered into with the Taxing Authority.

      "Incumbent Directors" means the directors of COMSAT as of the date of this
Agreement;  provided,  however,  any individual  whose nomination or election is
approved by a vote of  three-fourths  of the then  Incumbent  Directors,  or any
person appointed by the President of the United States, shall be deemed to be an
Incumbent Director.

      "Information" has the meaning ascribed in Section 5.02 of this Agreement.

      "Insurance Policies" means,  collectively,  each insurance policy or other
form of insurance  coverage  maintained or provided by COMSAT for the benefit of
an Ascent Entity,  director,  officer or employee  prior to the Effective  Time,
together with all  amendments,  endorsements  and waivers  thereto or additional
policies or other forms of insurance  maintained or provided by COMSAT  pursuant
to the Intercompany Services Agreement.

      "Intercompany  Receivable  Account"  means the  account  for  intercompany
receivables established pursuant to Section 5.5 of the Corporate Agreement.

      "Intercompany   Services   Agreement"  means  the  Intercompany   Services
Agreement between COMSAT and Ascent entered into as of December 18, 1995.

      "IPO" means the initial public offering of Ascent Common Stock.

      "IRS" means the Internal Revenue Service.

      "Losses"  means  any  and  all  losses,   liabilities,   claims,  damages,
obligations,  payments,  costs and expenses,  matured or unmatured,  absolute or
contingent, accrued or unaccrued,  liquidated or unliquidated,  known or unknown
(including,  without limitation,  the costs and expenses of any and all Actions,
threatened Actions, demands, assessments, judgments, settlements and compromises
relating  thereto  and  attorneys'  fees  and any and  all  expenses  whatsoever
reasonably  incurred in  investigating,  preparing or defending against any such
Actions or threatened Actions).

      "Network Services  Business" means the trade or business  conducted by ANS
prior to its merger with and into Ascent,  and  thereafter  conducted by Ascent,
providing satellite network distribution support services,  including nationwide
installation, field service, and maintenance support.

      "Notice Date" with respect to  Subsequent  Tax  Legislation  or Regulation
means the  earliest of (i) the date such  legislation  or  materially  identical
legislation   is   introduced   as  a  bill  in  the  United   States  House  of
Representatives or the United States Senate,  (ii) the date any amendment to any
bill incorporating  such legislation is approved by the congressional  committee
having  jurisdiction  or by the United  States House of  Representatives  or the
United States Senate,  (iii) the date any written  proposal  incorporating  such
legislation  is  transmitted  by the President of the United States to Congress,
(iv) the date any written  proposal  either by the Chairman of the United States
House of Representatives  Ways and Means Committee or the Chairman of the United
States Senate Finance Committee  incorporating  such legislation is published in
the Bureau of National Affairs' "Daily Tax Report," or any successor publication
or (v) the  date  such  regulation  is  published  in the  Federal  Register  as
proposed, temporary or final Treasury Regulations.

      "OCC" means On Command Corporation.

      "Person" means an  individual,  partnership,  joint venture,  corporation,
limited liability company, trust, unincorporated association,  any other entity,
or a government or any department or agency or other unit thereof.

      "Privileges"  means all privileges  that may be asserted under  applicable
law including,  without limitation,  privileges arising under or relating to the
attorney-client  relationship  (including but not limited to the attorney-client
and work product privileges),  the accountant-client  privilege,  and privileges
relating to internal evaluation processes.

      "Privileged  Information"  means all  information  as to which any  COMSAT
Entity or Ascent Entity is entitled to assert the protection of a Privilege.

      "Qualified  Tax  Counsel"  means  independent  tax  counsel of  recognized
national  standing  which  is  reasonably  acceptable  to  COMSAT  and  has  not
previously  been engaged by an Ascent Entity (other than in connection  with the
transaction for which an Unqualified Tax Opinion is requested).

      "Record  Date" means the close of business on the date  determined  by the
COMSAT Board of Directors as the record date for the Distribution.

      "Releases" has the meaning ascribed thereto in Section 2.02(d).

      "Representation  Date" means any date on which  Ascent or COMSAT makes any
representation  to the IRS, to COMSAT or Ascent, or to Qualified Tax Counsel for
the  purpose  of (i)  obtaining  a  Subsequent  Ruling,  (ii) any  determination
pursuant to Section 4.02(h)(ii), or (iii) obtaining an Unqualified Tax Opinion.

      "Restriction  Period"  means the period  beginning  on the date hereof and
ending on the two-year anniversary of the Effective Time.

     "Ruling" means the private letter ruling,  dated May 12, 1997,  received by
COMSAT from the IRS.

      "Ruling Documents" means the request for a ruling under section 355 of the
Code,  dated  January 15,  1997,  submitted  on behalf of COMSAT to the IRS, the
exhibits thereto, and the additional materials,  dated April 21, 1997 and May 5,
1997, submitted on behalf of COMSAT, and the Ruling.

      "Ruling Request Exhibit A" means Exhibit A to the January 15, 1997, letter
referred to in the definition of Ruling Documents.

      "SEC" means the United States Securities and Exchange Commission.

      "SEC No-Action Letter" has the meaning set forth in Section 2.02.

     "Securities  Act" means the  Securities  Act of 1933,  as  amended,  or any
successor statute.

     "Special  Dividend"  has the meaning  set forth in Section  2.03(a) of this
Agreement.

      "Spin-off Tax Liabilities," with respect to any Taxing Jurisdiction, means
the sum of (i) the product of (x) the additional  corporate-level gain or income
recognized  with  respect to the  failure  of the  Distribution  to qualify  for
Tax-Free Status under the income tax law of such Taxing Jurisdiction pursuant to
any settlement, final determination,  judgment, assessment,  proposed adjustment
or  otherwise  and (y) the  Taxing  Jurisdiction's  highest  marginal  tax  rate
applicable  to the taxable  income of  corporations  on income of the  character
subject to tax and indemnified against under Section 4.04, (ii) interest on such
amount calculated pursuant to such Taxing Jurisdiction's laws regarding interest
on tax  liabilities at the highest  underpayment  rate for  corporations in such
Taxing  Jurisdiction from the date such additional gain or income was recognized
until full payment with respect thereto is made pursuant to Section 4.04 hereof,
and (iii) any penalties actually paid to such Taxing Jurisdiction that would not
have  been  paid  if such  Taxing  Jurisdiction  agreed  that  the  Distribution
qualified for Tax-Free Status.

      "Subsequent  Ruling"  means a  ruling  from  the IRS  confirming  that the
consummation  of a  transaction  or existence of a condition  subsequent  to the
Distribution will not result in loss of Tax-Free Status.

      "Subsequent  Tax  Legislation or Regulation"  means any bill introduced in
the United  States House of  Representatives  or the United  States  Senate that
amends the Internal Revenue Code, or any amendment to any such bill; any written
proposal to amend the Internal  Revenue Code that is officially  recommended  by
the President of the United States;  any written  proposal to amend the Internal
Revenue Code that is made available to the general public either by the Chairman
of the United States House of  Representatives  Ways and Means  Committee or the
Chairman  of the  United  States  Senate  Finance  Committee;  or any  proposed,
temporary or final Treasury Regulation;  provided,  however,  that no such bill,
amendment,  proposal,  or regulation shall constitute Subsequent Tax Legislation
or  Regulation  unless the  Notice  Date of such bill,  amendment,  proposal  or
regulation is subsequent to the date of this Agreement.

      "Subsidiary" means, with respect to any specified Person, any corporation,
limited liability company,  limited  partnership,  general  partnership or other
legal entity of which such person or any of its  Subsidiaries  Controls or owns,
directly or indirectly,  more than 50% (without regard to dilution) of the stock
or other  equity  interest  entitled  to vote on the  election of members to the
board of directors or similar governing body, and with respect to Ascent,  shall
include OCC.

      "Tax Disaffiliation  Agreement" means the Tax Disaffiliation  Agreement as
set forth in Appendix B.

      "Tax-Free  Status" means the  qualification  of the  Distribution (i) as a
transaction described in section 355(a)(1) of the Code, (ii) as a transaction in
which the stock  distributed  thereby is  qualified  property  for  purposes  of
section  355(c)(2)  of the Code,  and  (iii) as a  transaction  in which  COMSAT
recognizes  no income  or gain  other  than  intercompany  items or excess  loss
accounts  taken into account  pursuant to the Treasury  Regulations  promulgated
pursuant to section 1502 of the Code.

      "Tax-Related Losses" means

            (i) the Aggregate Spin-off Tax Liabilities,

            (ii) all accounting,  legal and other  professional  fees, and court
            costs   incurred   in   connection   with  any   settlement,   final
            determination,  judgment or other determination with respect to such
            Aggregate Spin-off Tax Liabilities, and

            (iii) all costs,  expenses and damages  associated with  stockholder
            litigation or controversies  and any amount paid by COMSAT or Ascent
            in  respect  of the  liability  of  shareholders,  whether  paid  to
            shareholders or to the IRS or any other taxing authority  payable by
            COMSAT  or  Ascent  or their  respective  affiliates,  in each  case
            resulting from the absence of Tax-Free Status for the Distribution.

      "Taxing  Jurisdiction"  means the United States and every other government
or governmental unit having jurisdiction to tax COMSAT or Ascent.

      "Tax Sharing Agreement" means the Tax Sharing Agreement between COMSAT and
Ascent entered into as of December 18, 1995.

      "Treasury   Regulations"   means  the  temporary  and  final   regulations
promulgated  under  the Code in  effect  on the date of this  Agreement  and the
corresponding  sections  of any  regulations  subsequently  issued that amend or
supersede such regulations.

      "Unqualified Tax Opinion" means an unqualified "will" opinion of Qualified
Tax  Counsel  on  which  COMSAT  may  rely,  in form  and  substance  reasonably
acceptable  to COMSAT  (and in  determining  whether an  opinion  is  reasonably
acceptable, COMSAT may consider, among other factors, the appropriateness of any
underlying  assumptions and management's  representations if used as a basis for
the  opinion)  to  the  effect  that  a  transaction  will  not  disqualify  the
Distribution  from Tax-Free Status,  assuming that the  Distribution  would have
qualified for Tax-Free Status if such  transaction  did not occur.  Such opinion
shall be obtained at the expense of Ascent.

     1.2.  Internal   References.   Unless  the  context  indicates   otherwise,
references to Articles, Sections and paragraphs shall refer to the corresponding
articles,  sections and  paragraphs  in this  Agreement  and  references  to the
parties shall mean the parties to this Agreement.


                                   ARTICLE II
                                THE DISTRIBUTION

      2.01 The  Distribution.  Subject to Section  2.03 and 2.04  hereof,  on or
prior to the Distribution Date, COMSAT will deliver to the Agent for the benefit
of the holders of record of COMSAT  Common  Stock on the Record  Date,  a single
stock  certificate,  endorsed by COMSAT in blank,  representing  all of the then
outstanding  shares of Ascent Common Stock owned by COMSAT,  and shall cause the
transfer  agent for Ascent  Common Stock to instruct the Agent to  distribute on
the Distribution Date the appropriate  number of such shares of Ascent to Common
Stock to each holder or  designated  transferee or  transferees  of such holder.
Subject to Section  2.05,  each holder of COMSAT  Common  Stock as of the Record
Date  shall  receive a number of shares  of  Ascent  Common  Stock  equal to the
product of the number of shares of COMSAT Common Stock held by such  shareholder
on the Record Date  multiplied  by a  fraction,  the  numerator  of which is the
number of shares of Ascent  Common Stock held by COMSAT and the  denominator  of
which is the  number  of shares of COMSAT  Common  Stock  outstanding  as of the
Record Date.  The  Distribution  shall be effective  as of the  Effective  Time.
Ascent  and  COMSAT,  as the case may be,  will  provide  to the Agent all share
certificates and any information required in order to complete the Distribution.

      Section 2.02 Cooperation Prior to the Distribution.  (a) COMSAT and Ascent
shall prepare,  and COMSAT shall mail,  prior to the  Distribution  Date, to the
holders of COMSAT Common  Stock,  an  information  statement  (the  "Information
Statement"), which shall set forth appropriate disclosure concerning Ascent, the
Distribution and other matters. COMSAT shall prepare and file, at its expense, a
request for no action advice from the SEC (the "SEC No-Action  Letter")  seeking
staff  confirmation:  (i) that  registration  of the Ascent  Common  Stock to be
issued in the  Distribution is not required under the Securities Act, or (ii) in
the alternative, that the staff will not recommend any enforcement action to the
SEC in the event that the Ascent  Common Stock to be issued in the  Distribution
is not so registered.  COMSAT shall use its Best Efforts to obtain all necessary
clearances from the SEC as soon as practicable.

      (b) Ascent shall take all such action as shall be necessary or appropriate
to assure that the Ascent Common Stock to be issued in the Distribution has been
duly qualified,  registered,  or exempted therefrom under the securities or blue
sky laws of states, other political subdivisions of the United States or foreign
jurisdictions  in  which  COMSAT  shareholders  reside  as of the  Record  Date,
including making any necessary  filings,  notices or paying any applicable fees.
COMSAT shall  cooperate  with Ascent in such effort;  provided that Ascent shall
pay all fees and expenses in connection with the foregoing. Ascent shall use its
Best Efforts to obtain all such clearances as soon as practicable.

      (c) COMSAT and Ascent shall use their respective Best Efforts to cause the
conditions  set forth in Section 2.03 and 2.04 to be satisfied and to effect the
Distribution on the Distribution Date.

      (d) As soon as  practical  and,  in any event,  prior to the  Distribution
Date,  Ascent  and  COMSAT  shall  coordinate  to  determine  the  extent of any
obligations,  guaranties,  performance or surety bonds,  letters of assurance or
comfort,  or any other  liability of any COMSAT Entity relating to Ascent Entity
or the assets of any Ascent  Entity and vice  versa.  Ascent  shall use its Best
Efforts to obtain the release of all COMSAT Entities from all such  obligations,
guaranties,  bonds,  assurances or liabilities  prior to the Distribution  Date,
unless waived by COMSAT in its discretion (collectively, the "Releases").

      (e) Each of the parties hereto agrees that it will use its Best Efforts to
obtain,  prior to the  Distribution  Date, all Consents  required,  desirable or
appropriate to effect the Distribution. Schedule 2.02(e) sets forth a listing of
all material Consents which the parties hereto have determined as of the date of
this Agreement to be required,  desirable or appropriate in connection  with the
Distribution and which party shall have  responsibility  for obtaining each such
Consent prior to the Distribution Date.

      (f) COMSAT and Ascent shall consult and  cooperate  with one another prior
to the Distribution Date with regard to publicity relating to the Distribution.

      (g) Subject to Section  2.03 and 2.04,  COMSAT and Ascent  shall use their
respective Best Efforts to take, or cause to be taken,  all actions,  and to do,
or cause to be done, all things  necessary or desirable under applicable law, to
consummate the transactions contemplated under this Agreement; provided, that it
is expressly understood and agreed that COMSAT's Board of Directors reserves the
right in its sole  discretion to determine not to proceed with the  Distribution
at any time prior to the declaration of the Special Dividend.

      2.03  Mutual  Conditions  to  the  Distribution.  Each  of  the  following
conditions shall have been satisfied or waived by mutual agreement of COMSAT and
Ascent  (acting  through its Board of Directors upon the  recommendation  of the
disinterested   members  of  the  Ascent  Board  of  Directors)   prior  to  the
Distribution:

      (a) COMSAT's  Board of Directors  shall have given final  approval for the
Distribution  by  declaring a special  dividend  (the  "Special  Dividend")  and
establishment of the Record Date.

      (b) No  order,  injunction  or  decree  issued  by any  court or agency of
competent  jurisdiction or other legal  restraint or prohibition  preventing the
consummation of the Distribution shall be in effect.

      (c)  The Ruling shall not have been revoked or adversely modified.

      2.04  Conditions  to the  Distribution  Waivable  By  COMSAT.  Each of the
following  conditions  shall  have  been  satisfied  or  waived by COMSAT in its
discretion prior to the Distribution:

      (a) Ascent shall have delivered to COMSAT all Releases in accordance  with
Section 2.02(d) of this Agreement.

      (b) All Consents  contemplated  by Section 2.02(e) of this Agreement shall
have been received.

      (c) The  merger  of ANS  with and  into  Ascent,  with  Ascent  being  the
surviving corporation, shall have been consummated.

      (d) All sums due and payable,  including any applicable  accrued  interest
thereon,  by either party under the Intercompany  Receivable  Account shall have
been satisfied and settled in accordance with Section 3.05 of this Agreement.

      2.05 Fractional Shares. The parties agree that the Agent shall be directed
as soon as practical  after the  Distribution  Date to  determine  the number of
whole shares and  fractional  shares of Ascent  Common  Stock  allocable to each
holder of record of COMSAT  Common Stock as of the Record Date, to aggregate all
such  fractional  shares  and sell the whole  shares  obtained  thereby  at then
prevailing  prices  and to cause to be  distributed  to such  holder  to which a
fractional  share shall be allocable such holder's ratable share of the proceeds
of such sale, after making  appropriate  deductions of the amount required to be
withheld for federal income  purposes and after deducting an amount equal to all
brokerage  charges,  commissions  and transfer  taxes  attributed  to such sale.
COMSAT and the Agent shall use their  respective  Best Efforts to aggregate  the
shares of Ascent Common Stock that may be held by any  beneficial  owner thereof
through more than one account in  determining  the number of  fractional  shares
allocable to such beneficial owner.


                                   ARTICLE III
                              INTERCOMPANY MATTERS

      3.01 Corporate Agreement;  Intercompany Services Agreement and Tax Sharing
Agreement.  The  Corporate  Agreement  is hereby  amended,  effective  as of the
Effective  Time,  to remove  Articles  II through  IV,  Sections  5.1 and 5.2 of
Article V thereof and all definitions contained in Article I which are exclusive
to those  provisions.  Appendix A to the Corporate  Agreement is hereby amended,
effective as of the  Effective  Time, to read as set forth in Appendix A to this
Agreement.  The remaining  provisions of the Corporate Agreement shall remain in
full force and effect. The Intercompany Services Agreement shall terminate as of
the  Effective  Time of the  Distribution.  The Tax Sharing  Agreement  shall be
superseded as of the Effective Time by the Tax  Disaffiliation  Agreement as set
forth in Appendix B hereto.

      3.02  Directors.  Allen E.  Flower,  Vice  President  and Chief  Financial
Officer of COMSAT,  and Alan G. Korobov,  Controller of COMSAT,  shall resign as
directors of Ascent  effective as of the Effective Time.  Warren Y. Zeger,  Vice
President,  General Counsel and Secretary of COMSAT,  shall resign as a director
of OCC effective as of the Effective Time. Vacancies on Ascent's and OCC's Board
of Directors  which exist on or prior to the  Distribution  shall be filled in a
manner consistent with Ascent's and OCC's existing certificates of incorporation
and by-laws.

      3.03  Employee Benefit Plans.

      (a) Ascent Option Plans.  Prior to the Distribution Date, Ascent shall use
its Best  Efforts to cause a  sufficient  number of  options  to acquire  Ascent
Common Stock to be canceled,  such that the shares of Ascent  Common Stock owned
by COMSAT shall constitute not less than 80.01% of the outstanding  Common Stock
of Ascent  immediately prior to the Distribution on a fully-diluted  basis after
giving  effect  to  the  exercise  of any  remaining  outstanding  options,  and
exchanged for stock  appreciation  rights on terms approved by Ascent's Board of
Directors.

      (b) COMSAT Benefit Plans. Ascent Entity Employees  participated in certain
of the employee benefit plans sponsored by COMSAT and administered by the COMSAT
Benefits  Department  prior to the IPO date and,  in the case of  certain  plans
described in Section 4 of the Intercompany Services Agreement, subsequent to the
IPO Date. The vesting of options,  restricted  stock awards and restricted stock
units under the COMSAT  Employee  Stock Option Plan and Key Employee Stock Plans
shall  continue as long as the  employee  holding  such rights  continues  to be
employed by an Ascent  Entity.  With respect to COMSAT options held by an Ascent
Entity Employee that have not fully vested on or before the  Distribution  Date,
such options  shall  terminate  90 days after the date that such options  become
fully vested.  With respect to COMSAT options held by an Ascent Entity  Employee
that have  fully  vested on or before  the  Distribution  Date,  subject  to the
approval of the  Compensation  Committee of COMSAT's  Board of  Directors,  such
options shall  terminate 90 days after the date that all of any such  employee's
options shall have become fully vested.  Ascent shall  reimburse  COMSAT for the
costs associated with the continued vesting,  exercise, or lapse of restrictions
related to the options,  restricted stock awards and restricted stock units held
by any  existing  or  former  employee  of any  Ascent  Entity  on and after the
Distribution Date (the "Benefit Extension  Costs"),  unless such costs have been
previously  reimbursed or paid to COMSAT by an Ascent  Entity.  Ascent agrees to
pay any  Benefit  Extension  Costs  within 10 business  days after  receipt of a
written invoice  therefor.  Any invoiced  balances that remain unpaid after such
date  shall  bear  interest  until paid in full at the rate set forth in Section
5.5(c) of the Corporate Agreement. To the extent not previously paid, any unpaid
Benefit  Extension  Costs,  together with any accrued interest  thereon,  may be
debited by COMSAT from any amounts owed to Ascent by COMSAT  pursuant to the Tax
Disaffiliation  Agreement.  To the extent applicable,  the eligibility of Ascent
Entity  Employees to  participate in the following  plans shall  terminate as of
Distribution  Date,  namely  COMSAT's:  Flexible  Benefits Plan,  Dependent Care
Spending Account Plan, Heath Care Spending Plan,  Short-Term Disability Plan and
Long-Term  Disability Plan. On or prior to the Distribution  Date,  Ascent shall
establish a deferred  compensation  plan, and all payment  obligations to Ascent
Entity  Employees for deferred  compensation  under COMSAT's  existing  deferred
compensation  plan, none of which  obligations shall be due and payable prior to
the  Distribution  Date,  shall  be  assumed  by  Ascent  on  or  prior  to  the
Distribution  Date, and Ascent shall be credited for all such amounts previously
contributed  by Ascent  toward  such  balances  in the  Intercompany  Receivable
Account  at  100%  of the  amounts  contributed  in  respect  of  Ascent  Entity
Employees.

      3.04  Insurance.

      (a)  Removal  from  Coverage   Under   Insurance   Policies.   COMSAT  has
historically  provided  insurance  coverage for Ascent through various Insurance
Policies maintained by COMSAT for the benefit of itself and its Subsidiaries for
general  liability,  directors  and officers  liability,  automobile  liability,
workers  compensation,  excess/umbrella  liability,  property and other types of
losses.  From and after the  Effective  Time,  Ascent  will be  responsible  for
obtaining and  maintaining  such  insurance  coverages as it deems  necessary or
appropriate  separately  from  the  COMSAT  Insurance  Policies.   COMSAT  shall
cooperate  with Ascent in Ascent's  efforts to obtaining  replacement  insurance
coverages from and after the Distribution Date.

      (b) Claims.  COMSAT and Ascent each agree that (i) COMSAT and Ascent shall
each have the right to present  claims to COMSAT's  insurers under the Insurance
Policies which include Ascent or the Ascent Covered  Persons as an insured,  and
(ii) COMSAT  shall  submit such  claims to COMSAT's  insurers on a timely  basis
(assuming  COMSAT is given all  information  required  to prepare and submit the
claim  sufficiently  in  advance  the date  required  for  submission  to permit
submission  on a timely  basis) or, if  possible  under the  relevant  insurance
policy,  COMSAT will cooperate with Ascent so as to permit Ascent to submit such
claims  directly to the insurers.  In either event,  the submitting  party shall
provide  the other party with copies of all such  written  notices of  insurance
claims  for  review and  afford  the other  party an  opportunity  to comment in
advance  of the  provision  of  such  written  notices  to  such  insurers.  The
submitting  party shall provide the other party with copies of all other written
communications  between the  submitting  party and the insurers  related to such
claims  Ascent  shall  reimburse  COMSAT for all  reasonable  costs which COMSAT
incurs in submitting or assisting with the submission of such claims (including,
but not limited to, allocated  compensation,  salary, overhead expense and legal
fees and  expenses).  To the extent that  losses by Ascent are not covered  such
insurers,  COMSAT will not have any obligation or liability to reimburse  Ascent
for such losses.  The parties  acknowledge  and agree that certain  policies are
written  on an  "occurrence"  basis  and may  provide  coverage  to  Ascent  for
incidents  occurring prior to the  Distribution  Date, even though the claim was
first made after the Distribution Date, and that other such policies are written
on a "claims  made" basis and that such  policies  may not  provide  coverage to
Ascent for  incidents  occurring  prior to the  Distribution  Date but which are
first reported after the Distribution Date.

      (c) Insured  Losses.  With  respect to any insured  losses  covered by the
Insurance  Policies,  COMSAT shall pay over to Ascent any insurance  proceeds it
receives on account claims for losses made by or on behalf of any Ascent Covered
Person,   net   of  the   amount   of  any   applicable   premium   adjustments,
retrospectively-rated  premium adjustments or other such costs which are paid or
reasonably  estimated by COMSAT to be paid by COMSAT in the  ordinary  course of
business  and  any  costs  incurred  by  COMSAT  in  collecting   such  proceeds
(including, but not limited to, allocated compensation, salary, overhead expense
and legal fees and expenses).  If COMSAT's estimate of such adjustments or other
costs proves to be too small or too great,  the difference  between the estimate
and the actual  adjustments and other costs shall be paid back to COMSAT or over
to  Ascent,  respectively,  within  one year  after the  initial  payment of the
insurance proceeds is made.

      (d)  Deductibles.  Responsibility  for deductible or self-insured  amounts
with  respect  to any  insurance  policy  provided  or  maintained  prior to the
Effective  Time as it relates to Ascent or any Ascent  Covered  Person  shall be
borne 100% by Ascent.  Notwithstanding  the foregoing,  if COMSAT and Ascent are
involved in the same claim,  COMSAT and Ascent shall negotiate in good faith the
fair  allocation of any  self-insurance  retention or other  deductible  payable
under the insurance  policy.  Such  allocation  shall be based upon all relevant
factors, including,  without limitation and as appropriate,  the relative number
of persons  affiliated  with COMSAT and Ascent that are  involved in such claim,
the  relative  claims and damages  asserted  against  each party,  each party or
persons  relative  contribution or fault,  the benefits derived by each party or
person  and the  nature of the  allegations  with  respect to each such party or
person.

      (e) Adjustment of Premiums Paid. If COMSAT  receives a refund or rebate of
any portion of the  insurance  premiums  previously  paid to COMSAT by Ascent in
respect of the  Insurance  Policies  as a result of Ascent  being  removed  from
coverage  under  any  Insurance  Policy  pursuant  to  Section  3.04(a)  of this
Agreement  after the  Effective  Time,  COMSAT  shall pay such amount to Ascent;
provided that no adjustment  shall be made for insurance  coverage that has been
terminated  for  which  the  premium  has  been  previously  paid in full and is
nonrefundable;  and provided,  further, that in calculating any such adjustment,
any increased  premium or other costs  associated  with a reduction in the total
policy  amount,  assets  covered,  persons  insured  or loss  of  volume-related
discounts  ("Breakage  Costs")  shall be  deducted  from the  amount  that would
otherwise be refunded.  If the Breakage  Costs  associated  with  termination of
Ascent's  participation  in all or any portion of the insurance by Ascent exceed
the amount of premiums that have been or would have been paid in respect of such
insurance  over the remaining  term of the affected  policy or policies,  Ascent
shall  reimburse  COMSAT for the  amount of any such  Breakage  Costs,  less the
amount of any premium  reductions  associated  with the  termination of Ascent's
participation  in the  insurance  coverage.  In the  event  that  there  are any
retroactive  premium  adjustments  under  the  Insurance  Policies  relating  to
coverage  prior to the  Distribution  Date,  in the case of an increase,  Ascent
shall pay to COMSAT or, in the case of a decrease,  COMSAT  shall pay to Ascent,
Ascent's pro rata share (based on the prior  relative  premium  payments made by
each party) of any such adjustment.

      (f) Access to Insurance Information. Upon the reasonable request of Ascent
from time to time  during  the  period in which  claims  are open or can be made
under any  Insurance  Policy,  (i) COMSAT shall  provide  Ascent with a true and
complete copy of each Insurance Policy and (ii) subject to Section 5.06,  COMSAT
shall provide Ascent with  reasonable  access to all applicable  risk management
data for the purpose of  obtaining  information  with  respect to any  insurance
claim  relating to any Ascent Covered  Person.  COMSAT shall provide Ascent with
reasonable   access  to  all  litigation   pleadings  and  other  documents  and
correspondence  relating to any Ascent  Covered  Person,  and copies  thereof as
reasonably requested by Ascent. COMSAT shall cause to be delivered to Ascent all
updates of the Ascent claims  histories as reasonably  requested by Ascent until
all claims are closed,  or until  earlier  notified  by Ascent.  Notwithstanding
Section 3.06, all reasonable  out-of-pocket costs and expenses  (including,  but
not limited to, allocated compensation,  salary, overhead expense and legal fees
and  expenses)  reasonably  incurred by COMSAT in  complying  with this  Section
3.04(f)  shall be reimbursed by COMSAT  promptly upon  presentation  of invoices
therefor.

      3.05  Intercompany  Receivables  and  Interest.  All sums due and payable,
including any applicable  accrued  interest  thereon,  by either party under the
Intercompany Receivable Account shall be paid and settled prior to the Effective
Time.

      3.06  Expenses.

      (a) General. Except as otherwise provided in this Agreement, the Corporate
Agreement,  Tax Disaffiliation Agreement or any written agreement between COMSAT
and Ascent,  all costs and expenses of any party hereto in  connection  with the
Distribution shall be paid by the party that incurs such costs and expenses.

      (b) The costs and expenses  associated with the printing and  distribution
of the Information Statement shall be borne by COMSAT.

      (c) All costs of printing and engraving stock certificates and fees of any
transfer agent engaged by Ascent, and all fees relating to listing Ascent Common
Stock for  quotation  on the Nasdaq  National  Market  System,  shall be paid by
Ascent.  The fees and  expenses  of the  Agent,  information  agents or  similar
consultants  engaged  by  Ascent  or COMSAT in  connection  with  effecting  the
Distribution  shall be paid by Ascent.  COMSAT  shall pay  Ascent  $75,000 to be
applied against such costs on the Distribution Date.

      (d) In the event that COMSAT does not consummate the Distribution  after a
Change of Control of COMSAT has occurred,  COMSAT shall reimburse Ascent for its
reasonable  documented  out-of-pocket  expenses directly incurred in negotiating
this  Agreement  or in  carrying  out the  actions  specifically  required to be
performed by Ascent hereunder.

      3.07   Indemnification.   Appendix  C  sets   forth  the   indemnification
obligations of the parties as to certain matters and is  incorporated  herein by
reference.

     3.08  Intellectual  Property.  The  parties  agree that  issues  related to
intellectual property shall be governed by Appendix D hereto.

      3.09 Dispute Resolution  Procedures.  Except as otherwise provided herein,
the parties agree to the following dispute resolution procedures with respect to
any disputes that arise under this Agreement,  the Tax Disaffiliation  Agreement
or the Corporate  Agreement.  COMSAT or any COMSAT Entity,  on the one hand, and
Ascent or any  Ascent  Entity,  on the other  hand,  shall  appoint  up to three
members from their managerial staffs to serve on a joint committee (the "Dispute
Resolution  Committee").  The Dispute Resolution  Committee shall meet at either
COMSAT's or Ascent's principal executive offices, or such other location as they
may mutually  agree,  whichever is more  appropriate in light of the issue to be
discussed, at such time as either may demand upon reasonable advance notice, for
the purpose of  resolving  any dispute  arising  under this  Agreement,  the Tax
Disaffiliation  Agreement  or the  Corporate  Agreement.  No dispute  under this
Agreement or the Tax Disaffiliation Agreement shall be the subject of any formal
legal  proceeding  between the parties  hereto  before being  considered  by the
Dispute Resolution  Committee.  If the Dispute Resolution Committee is unable to
resolve any dispute  submitted  to it by any party  hereto  within 15 days after
such submission,  the Dispute Resolution  Committee shall refer the issue to the
Chief Executive  Officer of COMSAT and Ascent for  resolution.  If such officers
are unable to resolve such dispute within 10 days after  referral,  either party
may then proceed to take any legal action available to it.  Notwithstanding  the
foregoing,  if any breach or  threatened  breach of this  Agreement  would cause
COMSAT or Ascent irreparable harm for which monetary damages either would not be
available or would be a insufficient  remedy,  such party may  immediately  seek
legal redress  without first  complying with the dispute  resolution  procedures
provided for in this Section 3.09.

      3.10 Further Assurances.  In addition to the actions specifically provided
for  elsewhere in this  Agreement,  each party hereto shall  cooperate  with the
other,  and execute and deliver,  or use its reasonable Best Efforts to cause to
be executed and delivered, all instruments, including instruments of conveyance,
assignment  and  transfer,  and to make all  filings  with,  and to  obtain  all
consents,  approvals  or  authorizations  of,  any  governmental  or  regulatory
authority or any other person under any permit, license, agreement, indenture or
other  instrument,  and take all such other actions as such party may reasonably
be  requested  to take by any other party  hereto from time to time,  consistent
with the terms of this  Agreement,  in order to effectuate  the  provisions  and
purposes of this Agreement and any transfers of assets and liabilities which may
be incident hereto.


                                   ARTICLE IV
                       TAX MATTERS RELATED TO DISTRIBUTION

      4.01  Representations Specific to Distribution Tax Matters.

      (a) Ascent  hereby  represents  and warrants  that (i) it has examined the
Ruling  Documents and (ii) to Ascent's best knowledge after due inquiry,  to the
extent  descriptive  of  Ascent  and its  Subsidiaries  or the  Ascent  Business
(including,  without limitation,  the representations in the Ruling Documents to
the extent that they relate to the plans, proposals, intentions, and policies of
Ascent and its Subsidiaries),  the facts presented and the representations  made
therein  are true and  correct,  except  to the  extent  that any such  facts or
representations:

            (A) set forth facts about  COMSAT and its  Subsidiaries  (other than
Ascent and its Subsidiaries), INTELSAT, or Inmarsat;

            (B) by their terms, express the opinions of the management of COMSAT
regarding the management,  operation or financial prospects or results of Ascent
and its Subsidiaries;

            (C) describe or  characterize  the views of investors or analysts in
the  investment  community  with  respect to  Ascent's  financial  prospects  or
results;

     (D)  describe or  characterize  the purposes of COMSAT  management  for the
Distribution;

            (E) describe or  characterize  events that  occurred  more than five
years before January 15, 1997;

            (F)  describe  or analyze  Federal  Communications  Commission  
rules, regulations, orders, guidelines or policies;

            (G) are inconsistent  with statements made in Ascent's Annual Report
on Form 10-K for the year ended  December  31,  1996 as filed with the SEC as of
March 31, 1997 and not including any subsequent amendments;

            (H) set forth legal conclusions;

            (I) are included in the request for the SEC  No-Action  Letter,  but
this exception  shall not apply to the same or similar facts or  representations
that are set forth elsewhere in the Ruling Documents; or

            (J) are specifically noted in Exhibit 4.01(a) hereto.

      (b) Ascent hereby represents and warrants that it has no plan or intention
of taking any action, or failing or omitting to take any action,  that would (i)
cause  the   Distribution  not  to  have  Tax-Free  Status  or  (ii)  cause  any
representation or factual statement made in the Ruling Documents to be untrue in
a manner  which  would  have an  adverse  effect on the  Tax-Free  Status of the
Distribution.

      (c) Ascent hereby represents and warrants to COMSAT that, to the knowledge
of  Ascent,  the  Distribution  is not  part of a plan  (or  series  of  related
transactions)  pursuant  to which a Person will  acquire  stock  representing  a
Fifty-Percent or Greater Interest in Ascent or any successor to Ascent.

      4.02  Covenants Specific to Distribution Tax Matters.

      (a) Ascent shall not take any action, nor fail or omit to take any action,
that would (i) cause the  Distribution not to have Tax-Free Status or (ii) cause
any  representation  made in the Ruling Documents to be untrue in a manner which
would  have an  adverse  effect  on the  Tax-Free  Status  of the  Distribution;
provided,  however,  that Ascent shall not be  considered  to have  breached the
covenants  contained  in this  subsection  (a) by  virtue  of a  disposition  or
discontinuation due to circumstances beyond Ascent's control as described in the
final sentence of Section 4.02(b).

      (b)  Until  the first day  after  the  Restriction  Period,  Ascent  shall
continue the active conduct of the Network Services  Business.  Ascent shall not
liquidate,  dispose of, or  otherwise  discontinue  the conduct of any  material
portion of the Network  Services  Business.  Ascent  shall  continue  the active
conduct  of  the  Network  Services  Business  primarily  through  officers  and
employees of Ascent (and not through independent  contractors).  For purposes of
this subsection (b), asset retirements and discontinuances of product lines with
respect to the Network Services  Business in the ordinary course of business and
dispositions and  discontinuations  due to circumstances beyond Ascent's control
shall not be treated as a  disposition  or  discontinuation  of a portion of the
Network Services Business.

      (c) Until the first day after the one-year  anniversary  of the  Effective
Time,  Ascent  shall not sell or  otherwise  issue to any  Person,  or redeem or
otherwise acquire from any Person,  any Equity  Securities of Ascent;  provided,
however, that (i) the adoption by Ascent of a rights plan shall not constitute a
sale  or  issuance  of  Equity   Securities  and  (ii)  purchases   meeting  the
requirements  of section  4.05(1)(b) of Rev. Proc.  96-30 shall not constitute a
redemption  or  acquisition  of stock of Ascent  for  purposes  of this  Section
4.02(c).

      (d) Ascent shall not (i) solicit any Person to make a tender offer for the
Equity  Securities of Ascent,  (ii)  participate  in or support any  unsolicited
tender offer for the Equity  Securities of Ascent, or (iii) approve any proposed
business  combination or any  transaction  which results in any Person owning at
least  20% of the stock of  Ascent  involving  (x) until the first day after the
Restriction Period, any Person with whom there have been negotiations pertaining
to the sale of Ascent as have been  disclosed by COMSAT to Ascent  previously in
writing  or any  Affiliate  of such  Person,  or (y) for six  months  after  the
Effective  Time,  any other Person.  In addition,  Ascent shall not at any time,
whether before or subsequent to the expiration of the Restriction Period, engage
in any action described in clauses (i), (ii), or (iii) of the preceding sentence
if it is pursuant to an  arrangement  negotiated  (in whole or in part) prior to
the  Distribution,  even if at the time of the  Distribution  it is  subject  to
various conditions.

      (e) Until the first day after the  Restriction  Period,  Ascent  shall not
sell,  transfer,  or  otherwise  dispose  of  or  agree  to  dispose  of  assets
(including, for such purpose, any shares of capital stock of a Subsidiary) that,
in the aggregate,  constitute  more than 60% of the gross assets of Ascent,  nor
shall Ascent and its Subsidiaries  sell,  transfer,  or otherwise  dispose of or
agree to dispose of assets (including,  for such purpose,  any shares of capital
stock of a Subsidiary)  that, in the aggregate,  constitute more than 60% of the
consolidated gross assets of Ascent and its Subsidiaries. The foregoing sentence
shall not apply to sales,  transfers,  or dispositions of assets in the ordinary
course of business. The percentages of gross assets or consolidated gross assets
of Ascent or Ascent and its Subsidiaries, as the case may be, sold, transferred,
or  otherwise  disposed of, shall be based on the fair market value of the gross
assets of Ascent and its  Subsidiaries  as of the Effective  Time,  and for this
purpose,  the  values set forth in the  Appraisal  shall be  conclusive.  Sales,
transfers or other  dispositions by Ascent or any of its  Subsidiaries to Ascent
or any of its Subsidiaries are not subject to this Section 4.02(e) to the extent
not  inconsistent  with the structure  necessary for the Distribution to qualify
for Tax-Free Status.

      (f) Until the first day  after  the  Restriction  Period,  Ascent  and its
Subsidiaries  shall  not  voluntarily  dissolve  or  liquidate  or engage in any
merger, consolidation or other reorganization.  The foregoing sentence shall not
apply to  transactions  in which Ascent acquires  another  corporation,  limited
liability company,  limited  partnership,  general  partnership or joint venture
solely for cash or other  consideration that is not Equity Securities of Ascent.
Reorganizations  of Ascent with its  Subsidiaries,  and liquidations of Ascent's
Subsidiaries,  are not  subject  to  this  Section  4.02(f)  to the  extent  not
inconsistent  with the structure  necessary for the  Distribution to qualify for
Tax-Free Status.

      (g) Until the first day after the  Restriction  Period,  Ascent  shall not
contribute  or otherwise  transfer to a  Subsidiary  of Ascent any of the assets
formerly owned by ANS and  transferred to Ascent  pursuant to the liquidation of
ANS.

      (h) Any of the provisions of Sections 4.02(b), (c), (d), (e), (f), and (g)
shall be waived with respect to any particular  transaction or  transactions  if
(i) COMSAT or Ascent has  obtained a ruling from the IRS, in form and  substance
reasonably  satisfactory to COMSAT, to the effect that such proposed transaction
will not adversely affect the Tax-Free Status of the  Distribution,  (ii) COMSAT
has determined,  in its sole and absolute discretion,  which discretion shall be
exercised  in  good  faith  solely  to  preserve  the  Tax-Free  Status  of  the
Distribution,  that it could not  reasonably  be  expected  that  such  proposed
transaction  would have a material  adverse effect on the Tax-Free Status of the
Distribution, or (iii) with respect to a transaction occurring at least one year
after the Effective Time, Ascent obtains an Unqualified Tax Opinion with respect
to such proposed transaction. Waiver with respect to one transaction or group of
transactions   shall  not   constitute  a  waiver  with  respect  to  any  other
transaction.

      (i) COMSAT shall not take any action, nor fail or omit to take any action,
that would (i) cause the  Distribution not to have Tax-Free Status or (ii) cause
any  representation  made in the Ruling Documents to be untrue in a manner which
would have an adverse effect on the Tax-Free Status of the Distribution.

      4.03  Cooperation Related to Distribution Tax Matters.

      (a) Until the first day after the Restriction  Period,  each of COMSAT and
Ascent shall furnish the other with a copy of any ruling  request that Ascent or
COMSAT  or any of their  respective  Subsidiaries  may file with the IRS and any
opinion  received that relates to or otherwise  reasonably  could be expected to
have an effect on the Tax-Free Status of the Distribution.

      (b)  Ascent  shall  cooperate  with  COMSAT  in  connection  with  (i) any
determination pursuant to Section 4.02(h)(ii) above or (ii) COMSAT's request for
a  Subsequent  Ruling.  Such  cooperation  shall  include,  without  limitation,
providing any information and/or representations  reasonably requested by COMSAT
or its  counsel  to enable  COMSAT or its  counsel to obtain  and  maintain  any
Subsequent  Ruling,   provided  that  Ascent's  reasonable  refusal  to  give  a
representation  will not be deemed a failure  to  cooperate.  From and after any
Representation  Date until the first day after the two-year  anniversary  of the
date that COMSAT makes the correlative determination or receives the correlative
Subsequent Ruling,  Ascent shall not take (nor shall it refrain from taking) any
action that would have  caused a  representation  given by Ascent in  connection
with any such  determination or COMSAT's request for a Subsequent Ruling to have
been untrue as of the relevant  Representation Date, had Ascent intended to take
(or refrain from taking) such action on the relevant Representation Date.

      (c)  COMSAT  shall  cooperate  with  Ascent  in  connection  with  (i) any
determination  pursuant to Section  4.02(h)(ii)  above, (ii) a request by Ascent
that COMSAT seek a Subsequent  Ruling, or (iii) a request for an Unqualified Tax
Opinion.  Such  cooperation  shall include,  without  limitation,  providing any
information and/or  representations  required to enable COMSAT or its counsel to
obtain and maintain any Subsequent Ruling or for Ascent to obtain an Unqualified
Tax Opinion,  provided that COMSAT's reasonable refusal to give a representation
will  not  be  deemed  to  be  a  failure  to  cooperate.  From  and  after  any
Representation  Date until the first day after the two-year  anniversary  of the
date that COMSAT makes the correlative determination or the Subsequent Ruling or
Unqualified Tax Opinion is received, COMSAT shall not take (nor shall it refrain
from taking) any action that would have caused a representation  given by COMSAT
in connection  with any such  determination,  COMSAT's  request for a Subsequent
Ruling,  or Ascent's  request for an Unqualified Tax Opinion to have been untrue
as of the relevant  Representation Date, had COMSAT intended to take (or refrain
from taking) such action on the relevant  Representation  Date. COMSAT shall not
amend any Ruling Document  without the prior consent of Ascent,  which shall not
be unreasonably withheld or delayed.

      (d) Until the first day after the Restriction Period,  Ascent will provide
adequate notice to COMSAT of any action  described in paragraphs (b) through (g)
of Section 4.02 above, without regard to the exceptions thereto, within a period
of time sufficient to enable COMSAT (i) to make the determination referred to in
Section  4.02(h)(ii),  (ii)  to  prepare  and  seek  any  Subsequent  Ruling  in
connection with such proposed  transaction,  or (iii) to seek injunctive  relief
pursuant to Section 4.05 hereof in a court of competent jurisdiction.  Each such
notice shall set forth the terms and  conditions  of the  proposed  transaction,
including,  without limitation,  the nature of any related action proposed to be
taken by the board of directors of Ascent,  the approximate  number of shares of
Ascent  stock (if any)  proposed  to be sold by Ascent  or  otherwise  issued by
Ascent, the approximate value of Ascent's assets (or assets of any of the Ascent
Subsidiaries)  proposed to be transferred,  and the proposed  timetable for such
transaction,  all with  sufficient  particularity  to enable COMSAT to make such
determination,  to  prepare  and  seek  such  Subsequent  Ruling,  or seek  such
injunctive  relief.  Promptly,  but in any event  within 30 days,  after  COMSAT
receives such written notice from Ascent,  COMSAT shall notify Ascent in writing
of such  determination or of COMSAT's intent to seek a Subsequent Ruling and the
proposed date for the initial submission  thereof,  which date shall not be more
than 60 days  after  COMSAT  so  notifies  Ascent  of its  intent  to seek  such
Subsequent  Ruling,  provided that such 30-day period or 60-day  period,  as the
case may be, shall be appropriately  extended for any period of noncompliance by
Ascent with this Section 4.03.

      4.04  Indemnification Specific to Distribution Tax Matters.

      (a)  Notwithstanding  any  provision of this  Agreement  to the  contrary,
Ascent shall  indemnify  and hold harmless  COMSAT (and any  successor  thereto)
against any After-Tax  Tax-Related  Losses incurred by COMSAT to the extent such
After-Tax  Tax-Related  Losses  are caused by any breach by Ascent of any of its
representations, warranties, or covenants made pursuant to this Article IV.

      (b)  Notwithstanding  any  provision of this  Agreement  to the  contrary,
COMSAT shall  indemnify  and hold harmless  Ascent (and any  successor  thereto)
against any After-Tax  Tax-Related  Losses incurred by Ascent to the extent such
After-Tax  Tax-Related Losses are caused by any breach by COMSAT of its covenant
made  pursuant to Section  4.02(i) or solely by the  inaccuracy  of any facts or
representations  about  COMSAT and its  Subsidiaries  (other than Ascent and its
Subsidiaries), INTELSAT or Inmarsat contained in the Ruling Documents.

      (c) To  the  extent  After-Tax  Tax-Related  Losses  are  attributable  to
Subsequent Tax Legislation or Regulation,  such losses shall be borne equally by
COMSAT and Ascent.  The party  making  actual  payment of such  losses  shall be
indemnified  by the other  party to the  extent of the other  party's  allocated
share of such losses.

      (d) To the extent an  indemnification  obligation  relates to Spin-off Tax
Liabilities,  the  indemnifying  party  shall  make  payment  pursuant  to  such
indemnification  obligation within 30 days after the earlier of (i) the date the
indemnified party makes a payment of taxes,  interest, or penalties with respect
to a proposed adjustment of taxes or an assessment of tax deficiency asserted or
made by any Taxing  Jurisdiction  that is  premised in whole or part on Spin-off
Tax  Liabilities,  including a payment  made in  settlement  of an asserted  tax
deficiency  (each,  an "Actual Tax Payment"),  or (ii) the date the  indemnified
party gives written notice to the indemnifying  party that the indemnified party
has notified any Taxing  Jurisdiction,  or gives the indemnifying  party written
notice of an  acknowledgment  by any  Taxing  Jurisdiction,  that such  proposed
adjustment of taxes or tax  deficiency  would not result in a net payment by the
indemnified  party because of the carryover,  carryback or  carryforward  of net
operating  losses or credits,  the  crediting  of  previously  paid  taxes,  the
utilization of deductions or credits not claimed on the indemnified  party's tax
returns as originally  filed,  the exclusion of income reported on such returns,
or the  utilization of any other tax  attributes  that offset the asserted taxes
(each,  a "Deemed Tax Payment").  The amount  payable  pursuant to the preceding
sentence  shall be the After-Tax  Tax-Related  Losses implied by such Actual Tax
Payments and Deemed Tax Payments.

      (e) To the  extent  an  indemnification  obligation  does  not  relate  to
Spin-off Tax Liabilities,  the indemnifying party shall make payment pursuant to
such indemnification obligation within 30 days after the indemnified party makes
a payment that is a Tax-Related Loss.

      (f) In the  event  that the  indemnified  party is  refunded  any  amounts
previously  paid with  respect  to  Spin-off  Tax  Liabilities  prior to a Final
Determination with respect to such Spin-off Tax Liabilities,  to the extent such
amounts  previously paid by the  indemnified  party were paid to the indemnified
party by the indemnifying  party pursuant to Sections  4.04(a),  (b) or (c), the
indemnified party shall, within 30 days after the receipt thereof,  deposit such
refunded  amounts  in  an  interest-bearing   escrow  account  maintained  by  a
commercial  bank or trust company  chosen by the  indemnified  party in its sole
discretion.  To  the  extent  that,  pursuant  to  a  Final  Determination,  the
indemnified  party  is  entitled  to  retain  any  amounts  so  deposited,   the
indemnified  party  shall,   within  30  days  after  the  date  of  such  Final
Determination,  return such amounts,  together with any interest thereon paid by
the  Taxing  Jurisdiction  or  paid by the  commercial  bank  or  trust  company
maintaining the escrow account in which such amounts were deposited, but without
any other  allowance  for interest or any other charge for the use of money.  In
the event that the  indemnified  party is refunded  or  receives  credit for any
amounts  previously paid with respect to Spin-off Tax Liabilities  pursuant to a
Final Determination with respect to such Spin-off Tax Liabilities, to the extent
such  amounts  previously  paid  by  the  indemnified  party  were  paid  to the
indemnified party by the indemnifying party pursuant to Sections 4.04(a), (b) or
(c),  the  indemnified  party  shall,  within 30 days after the  receipt of such
refund or credit, return such amounts to the indemnifying party.

      (g)  (i)  In  connection  with  this   indemnification   obligation,   the
indemnifying party shall,  acting in good faith and at the indemnifying  party's
own expense, conduct all proceedings,  subject to clause (ii) of this subsection
(g), relating to the indemnified  matter, but shall allow the indemnified party,
at  the  indemnified   party's  own  expense,   to  participate  fully  in  such
proceedings.  The indemnifying party may not settle any such proceedings without
the consent of the  indemnified  party,  which consent shall not be unreasonably
withheld.  In the event that any procedure or forum that the indemnifying person
desires  to utilize  requires  payment of all or any  portion  of  Spin-off  Tax
Liabilities, it shall be the responsibility of the indemnifying party to provide
to the  indemnified  party  funds  sufficient  to make such  payment.  (ii) If a
liability  indemnified  hereunder  is  grouped  with  other  unrelated  asserted
liabilities  or issues in a proceeding,  the parties shall use their  respective
Best Efforts to cause the indemnified  liability to be the subject of a separate
proceeding.  If such  severance is not possible,  the  indemnifying  party shall
assume  and direct  and be  responsible  only for the  matters  relating  to the
indemnified  liability,  and the  choice  of forum for the  proceeding  shall be
determined by mutual agreement of the parities,  which shall not be unreasonably
withheld or delayed.  If the parties are unable to agree as to the choice of the
forum,  the forum selection shall be determined  through the dispute  resolution
procedures set forth in Section 3.09.

      (h) COMSAT shall be indemnified and held harmless pursuant to this Section
4.04  without  regard to the fact that (i) COMSAT or Ascent may have  received a
Subsequent  Ruling pursuant to Section  4.02(h)(i),  (ii) COMSAT may have made a
determination pursuant to Section 4.02(h)(ii), or (iii) Ascent may have obtained
an Unqualified  Tax Opinion  pursuant to Section  4.02(h)(iii).  COMSAT shall be
indemnified  and held harmless  pursuant to this Section 4.04 without  regard to
whether a  transaction  is subject to Sections  4.02(b),  (c), (d), (e), (f), or
(g).

      (i) Notwithstanding anything to the contrary contain in this Agreement, no
indemnification pursuant to this Section 4.04 shall be available to either party
for any Loss, unless the Tax-Free Status of the Distribution has been lost.

      4.05  Enforcement.  The parties hereto  acknowledge  that irreparable harm
would occur in the event that any of the  provisions of this  Agreement were not
performed in accordance  with their specific  terms or were otherwise  breached.
The parties  hereto agree that, in order to preserve the Tax-Free  Status of the
Distribution,  injunctive  relief is appropriate to prevent any violation of the
foregoing covenants,  provided, however, that injunctive relief shall not be the
exclusive legal or equitable remedy for any such violation.


                                    ARTICLE V
                       ACCESS TO INFORMATION AND SERVICES

      5.01  Provision of Corporate Records.

      (a) COMSAT shall arrange as soon as practicable following the Distribution
Date,  to the  extent  not  previously  delivered,  for the  transportation  (at
Ascent's  cost) to Ascent of the Ascent  Books and  Records  in its  possession,
except to the extent  such items are already in the  possession  of Ascent or an
Ascent  Entity.  Such Ascent Books and Records  shall be the property of Ascent,
but shall be available to COMSAT for review and  duplication  until COMSAT shall
notify Ascent in writing that such records are no longer of use to COMSAT.

      (b) Ascent shall arrange as soon as practicable following the Distribution
Date, to the extent not previously delivered for the transportation (at COMSAT's
cost) to COMSAT of the COMSAT Books and Records in its possession, except to the
extent such items are already in the possession of COMSAT.  The COMSAT Books and
Records  shall be the  property of COMSAT,  but shall be available to Ascent for
review and  duplication  until Ascent  shall notify  COMSAT in writing that such
records are no longer of use to Ascent.

      5.02 Access to Information.  From and after the Distribution  Date, COMSAT
shall  afford  to  Ascent  and its  authorized  accountants,  counsel  and other
designated representatives reasonable access (including using reasonable efforts
to give  access to  persons or firms  possessing  information)  and  duplicating
rights  during  normal  business  hours  to  all  records,   books,   contracts,
instruments,   computer  data  and  other  data  and  information   relating  to
pre-Distribution   operations  (collectively,   "Information")  within  COMSAT's
possession  insofar  as such  access is  reasonably  required  by Ascent for the
conduct of its business,  subject to appropriate  restrictions for classified or
Privileged  Information.  Similarly,  Ascent  shall  afford  to  COMSAT  and its
authorized accountants,  counsel and other designated representatives reasonable
access  (including using  reasonable  efforts to give access to persons or firms
possessing  information) and duplicating  rights during normal business hours to
Information  within  Ascent's  possession,  insofar as such access is reasonably
required  by COMSAT for the  conduct  of its  business,  subject to  appropriate
restrictions  for  classified  or  Privileged  Information.  Information  may be
requested  under this Article V for the legitimate  business  purposes of either
party, including without limitation, audit, accounting, claims (including claims
for  indemnification  hereunder),  litigation  and tax purposes,  as well as for
purposes of fulfilling  disclosure and reporting  obligations and for performing
this Agreement,  the Corporate Agreement,  the Tax Disaffiliation  Agreement and
the transactions contemplated hereby and thereby.

      5.03 Production of Witnesses. At all times from and after the Distribution
Date,  each of Ascent and COMSAT shall use reasonable  efforts to make available
to the  other,  upon  written  request,  its  and  its  Subsidiaries'  officers,
directors, employees and agents as witnesses to the extent that such persons may
reasonably be required in connection with any Action.

      5.04 Reimbursement.  A party providing  Information or witness services to
the other  party  under this  Article V shall be  entitled  to receive  from the
recipient, upon the presentation of invoices therefor, payments of such amounts,
relating to supplies,  disbursements and other out-of-pocket  expenses (at cost)
and direct and  indirect  expenses of employees  who are  witnesses or otherwise
furnish  assistance (at cost),  as may be reasonably  incurred in providing such
Information or witness services.

      5.05  Retention  of  Records.  Except  as  otherwise  required  by  law or
otherwise agreed in writing,  each of COMSAT and Ascent may destroy or otherwise
dispose of any of the  Information,  which is  material  Information  and is not
contained in other Information retained by COMSAT or Ascent, as the case may be,
at any time after the earlier of the tenth  anniversary of this Agreement or the
time at which such  information is at least ten years old,  provided that, prior
to such  destruction  or disposal,  (a) it shall provide no less than 90 or more
than 120 days prior written notice to the other, specifying in reasonable detail
the  Information  proposed to be destroyed or disposed of and (b) if a recipient
of such notice shall  request in writing  prior to the  scheduled  date for such
destruction  or disposal  that any of the  Information  proposed to be destroyed
disposed of be delivered  to such  requesting  party,  the party  proposing  the
destruction or disposal  shall promptly  arrange for the delivery of such of the
Information  as was  requested  at the  expense  of the  party  requesting  such
Information.

      5.06 Confidentiality. Each of COMSAT and its Subsidiaries on the one hand,
and Ascent and its  Subsidiaries on the other hand,  shall hold, and shall cause
its  consultants  and advisors to hold, in strict  confidence,  all  Information
concerning  the other in its possession or furnished by the other or the other's
representatives  pursuant  to this  Agreement  (except to the  extent  that such
Information  has been (i) in the public domain through no fault of such party or
(ii) later lawfully  acquired from other sources by such party),  and each party
shall not release or disclose such  Information to any other person,  except its
auditors,  attorneys,  financial  advisors,  rating agencies,  bankers and other
consultants  and  advisors,   unless   compelled  to  disclose  by  judicial  or
administrative  process  or, as  reasonably  advised by its  counsel or by other
requirements  of law, or unless such  Information  is reasonably  required to be
disclosed  in  connection  with (x) any  litigation  with any  third-parties  or
litigation between COMSAT Entities and the Ascent Entities,  (y) any contractual
agreement  to which the COMSAT  Entities or the Ascent  Entities  are  currently
parties, or (z) in exercise of either parties' rights hereunder.

      5.07 Privileged Matters.  COMSAT and Ascent recognize that legal and other
professional  services  that  have  been  and  will  be  provided  prior  to the
Distribution  Date have been and will be  rendered  for the  benefit of both the
COMSAT  Entities and the Ascent  Entities and that both the COMSAT  Entities and
the  Ascent  Entities  should be deemed to be the  client  for the  purposes  of
asserting  all  Privileges.  To  allocate  the  interests  of each  party in the
Privileged Information, the parties agree as follows:

      (a) COMSAT shall be entitled,  in perpetuity,  to control the assertion or
waiver of all Privileges in connection with Privileged Information which relates
solely to the COMSAT Entities,  whether or not the Privileged  Information is in
the possession of or under the control of COMSAT or Ascent. COMSAT shall also be
entitled, in perpetuity, to control the assertion or waiver of all Privileges in
connection with Privileged Information that relates solely to the subject matter
of any claims constituting  COMSAT Entity liabilities,  now pending or which may
be asserted  in the  future,  in any  lawsuits  or other  proceedings  initiated
against  or by  COMSAT,  whether  or not the  Privileged  Information  is in the
possession of or under the control of COMSAT or Ascent.

      (b) Ascent shall be entitled,  in perpetuity,  to control the assertion or
waiver of all Privileges in connection with Privileged Information which relates
solely to the Ascent Entities,  whether or not the Privileged  Information is in
the possession of or under the control of COMSAT or Ascent. Ascent shall also be
entitled, in perpetuity, to control the assertion or waiver of all Privileges in
connection  with  Privileged  Information  which  relates  solely to the subject
matter of any claims constituting  Ascent liabilities,  now pending or which may
be asserted  in the  future,  in any  lawsuits  or other  proceedings  initiated
against  or by  Ascent,  whether  or not the  Privileged  Information  is in the
possession of Ascent or under the control of COMSAT or Ascent.

      (c) COMSAT and Ascent agree that they shall have a shared Privilege,  with
equal  right to assert or waive,  subject to the  restrictions  in this  Section
5.07,  with respect to all  Privileges  not  allocated  pursuant to the terms of
Sections 5.07(a) and (b). (All Privileges  relating to any claims,  proceedings,
litigation,  disputes,  or other matters which involve both COMSAT and Ascent in
respect of which COMSAT and Ascent retain any  responsibility or liability under
this Agreement, shall be subject to a shared Privilege.)

      (d) No party  shall  intentionally  waive  any  Privilege  which  could be
asserted  under any  applicable  law,  and in which the other party has a shared
Privilege,  without  the  consent  of the  other  party,  except  to the  extent
reasonably  required in connection with any litigation with  third-parties or as
provided in  subsection  (e) below.  Consent  shall be in  writing,  or shall be
deemed to be granted  unless  written  objection is made within twenty (20) days
after notice upon the other party requesting such consent.

      (e) In the event of any litigation or dispute  between a COMSAT Entity and
an Ascent  Entity,  either  party may waive a Privilege in which the other party
has a shared  Privilege,  without  obtaining  the  consent  of the other  party,
provided that such waiver of a shared  Privilege  shall be effective  only as to
the use of  Privileged  Information  with respect to the  litigation  or dispute
between  the COMSAT  Entity and the Ascent  Entity,  and shall not  operate as a
waiver of the shared Privilege with respect to third-parties.

      (f) Upon receipt by any party of any subpoena,  discovery or other request
which arguably calls for the production or disclosure of Information  subject to
a shared  Privilege or as to which the other party has the sole right  hereunder
to assert a Privilege, or if any party obtains knowledge that any of its current
or former directors,  officers,  agents or employees have received any subpoena,
discovery  or  other  requests  which  arguably  calls  for  the  production  or
disclosure of such Privileged Information,  such party shall promptly notify the
other party of the  existence of the request and shall provide the other party a
reasonable opportunity to review the Information and to assert any rights it may
have  under  this  Section  5.07 or  otherwise  to  prevent  the  production  or
disclosure of such Privileged Information.

      (g) The  transfer of the Ascent Books and Records and the COMSAT Books and
Records and other Information between COMSAT and its Subsidiaries and Ascent and
its Subsidiaries,  is made in reliance on the agreement of COMSAT and Ascent, as
set  forth in  Sections  5.04 and  5.05,  to  maintain  the  confidentiality  of
Privileged Information and to assert and maintain all applicable Privileges. The
access to information  being granted  pursuant to Sections 5.01 and 5.02 hereof,
the  agreement to provide  witnesses  and  individuals  pursuant to Section 5.03
hereof  and the  transfer  of  Privileged  Information  between  COMSAT  and its
Subsidiaries  and Ascent and its  Subsidiaries  pursuant to this Agreement shall
not be deemed a waiver of any Privilege  that has been or may be asserted  under
this Agreement or otherwise.


                                   ARTICLE VI
                                  MISCELLANEOUS

      6.01 Limitation of Liability. Neither COMSAT nor Ascent shall be liable to
the  other  for any  special,  punitive  or  consequential  damages  arising  in
connection with this Agreement,  the Corporate Agreement, the Tax Disaffiliation
Agreement, the Distribution or the other matters contemplated herein or therein.

      6.02  Subsidiaries.  COMSAT agrees and  acknowledges  that COMSAT shall be
responsible  for  the  performance  by each  COMSAT  Entity  of the  obligations
hereunder applicable to such COMSAT Entity.  Ascent agrees and acknowledges that
Ascent shall be  responsible  for the  performance  by each Ascent Entity of the
obligations hereunder applicable to such Ascent Entity.

      6.03  Amendments;   Waivers;   Remedies.  This  Agreement,  the  Corporate
Agreement and the Tax Disaffiliation Agreement may not be amended or terminated,
nor may any failure of  performance  or default be waived,  orally,  except by a
writing duly executed by or on behalf of the parties hereto (and, in the case of
Ascent,  based upon the  recommendations  of the disinterested  directors of the
Ascent Board of  Directors).  Any such  amendment or waiver shall be validly and
sufficiently authorized for purposes of this Agreement if it is signed on behalf
of COMSAT or Ascent by any of their respective presidents or vice presidents. No
failure on the part of COMSAT,  any  transferee  or Ascent to  exercise,  and no
delay in exercising, any right hereunder or thereunder shall operate as a waiver
thereof (except as expressly  provided herein or therein);  nor shall any single
or partial  exercise  thereof or the  exercise of any other right  preclude  any
other or  further  exercise  thereof or the  exercise  of any other  right.  The
remedies  herein and therein  provided are  cumulative  and not exclusive of any
remedies provided at law or in equity.

      6.04  Severability.  If any provision of this Agreement or the application
of any such provision to any party or  circumstances  shall be determined by any
court of competent  jurisdiction or fully authorized  arbitration tribunal to be
invalid, illegal or unenforceable to any extent, the remainder of this Agreement
or such  provision  of the  application  of such  provision  to  such  party  or
circumstances,  other than  those to which it is so  determined  to be  invalid,
illegal or  unenforceable,  shall remain in full force and effect to the fullest
extent  permitted  by law and  shall  not be  affected  thereby,  unless  such a
construction would be unreasonable.

      6.05 Notices. Any notice, instruction, direction or demand under the terms
of this Agreement required to be in writing will be duly given upon delivery, if
delivered by hand or facsimile  transmission,  or five (5) days after posting if
sent by certified mail, return receipt requested to the following addresses:

            COMSAT:

            COMSAT Corporation
            6560 Rock Spring Drive
            Bethesda, Maryland  20815
            Attention:  Allen E. Flower
            Vice President and Chief Financial Officer
            Telecopy No.:  301/214-5131

            With copy (which shall not constitute notice) to:

            Warren Y. Zeger
            Vice President, General Counsel and Secretary
            COMSAT Corporation
            6560 Rock Spring Drive
            Bethesda, Maryland  20815
            Telecopy No.:  301/214-5128
and

            Ascent:

            Ascent Entertainment Group, Inc.
            1200 Seventeenth Street
            Denver, Colorado  80202
            Attention:  James A. Cronin III
            Executive Vice President, Finance and
            Chief Operating Officer
            Telecopy No.:  303/595-0204

            With copy (which shall not constitute notice) to:

            Arthur M. Aaron
            Vice President, Business and Legal Affairs
            and Secretary
            Ascent Entertainment Group, Inc.
            1200 Seventeenth Street
            Denver, Colorado  80202
            Telecopy No.: 303/595-0127

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance with this Section 6.6.

      6.06  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts,  each of which shall be deemed an original instrument,  but all of
which together shall constitute but one and the same agreement.

      6.07  Governing  Law.  This  Agreement and the  transactions  contemplated
hereby shall be construed in accordance  with,  and governed by, the laws of the
State of Maryland  without  giving  effect to the  conflicts  of law  principles
thereof.  Each party  hereby  agrees that any legal action or  proceedings  with
respect to Agreement, the Corporate Agreement, the Tax Disaffiliation Agreement,
the  Distribution or the other matters  contemplated  herein or therein shall be
brought in a federal or state court  located in the State of Maryland,  and each
of the parties  hereby  consents to the  jurisdiction  of such courts and hereby
waives any objections on the grounds of venue,  forum non  conveniens,  situs of
the action,  improper forum or any similar grounds. Each party hereby waives the
right to trial by jury in any such action.

      6.08  Successors;  Assignment.  This Agreement  shall be binding upon, and
shall  inure  to the  benefit  of,  the  parties  hereto  and  their  respective
successors  and assigns.  Neither party may assign or transfer any of its rights
or duties under this Agreement to any person or entity without the prior written
consent of the other party, except by operation of law.

      6.09  Termination.  This Agreement may be terminated (i) at any time prior
to the Effective Time by a resolution approved by COMSAT's Board of Directors in
its sole  discretion;  or (ii) at any time after September 1, 1997, but prior to
time at which COMSAT's Board of Directors declares the Special Dividend and sets
the Record Date pursuant to Section 2.03(a) of this  Agreement,  by a resolution
approved by Ascent's Board of Directors acting upon the  recommendations  of the
disinterested directors of the Ascent Board of Directors in its sole discretion.

      6.10 No Third  Party  Beneficiaries.  This  Agreement  is  solely  for the
benefit  of the  parties  hereto  and shall not be deemed to confer  upon  third
parties (including any employee of a COMSAT Entity or Ascent Entity) any remedy,
claim, reimbursement, cause of action or other right in excess of those existing
without reference to this Agreement.

      6.11  Entire    Agreement.    This   Agreement    constitutes   the  
entire understanding of the parties hereto with respect to the subject matter 
hereof.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized representatives.



                               COMSAT CORPORATION



                              By:/s/ Allen E. Flower
                                 Allen E. Flower
                                 Vice President and Chief
                                 Financial Officer



                              ASCENT ENTERTAINMENT GROUP, INC.



                              By:/s/James A.Cronin, III
                                 James A. Cronin III
                                 Executive Vice President, Finance and
                                 Chief Operating Officer



<PAGE>















                                   Appendix A

                                     to the

                             DISTRIBUTION AGREEMENT

                                     between

                               COMSAT Corporation

                                       and

                        Ascent Entertainment Group, Inc.













<PAGE>


                  CONTINGENT LIABILITIES AND CONTINGENT BENEFITS


Section 1 - Definitions

      Capitalized terms that are used in this Appendix have the meaning ascribed
to such term in the Corporate  Agreement or, to the extent not therein  defined,
the meaning set forth  below.  Words  importing  only the  singular  include the
plural and vice versa where the context requires.

      "Action"   means  any   litigation  or  other   judicial,   regulatory  or
administrative proceeding (including audits of taxes other than federal or state
income taxes, including state franchise taxes measured by income).

      "Acts or Omissions" means significant active and direct participation by a
Party in the conduct that  resulted in the  Contingent  Liability or  Contingent
Benefit;  provided,  however,  that  approvals,  non-approvals  or rejections of
budgets, strategic business plans and other corporate plans shall not constitute
Acts or Omissions with respect to any particular conduct.

      "Benefit"  means  a  significant,   identifiable  financial  benefit  that
directly  flows to a Party  from  the Acts or  Omissions  that  resulted  in the
Contingent Liability or Contingent Benefit; provided,  however, that the payment
of dividends to COMSAT by one or more of its Subsidiaries shall not constitute a
Benefit to COMSAT or to any of COMSAT's other  Subsidiaries  with respect to any
particular Acts or Omissions of the Subsidiary paying such dividends.

      "Contingent  Benefit"  means a Benefit of one or both of the Parties which
was not booked for financial reporting purposes prior to the Effective Date that
is  attributable  to either (a) an event  which  occurred  prior to the  Initial
Public  Offering Date, (b) a condition which existed prior to the Initial Public
Offering Date, or (c) an event which occurred after the Initial Public  Offering
Date but  which was  attributable  to the  Initial  Public  Offering;  provided,
however,  that in any case the Action that  resulted in the  Contingent  Benefit
must have been filed or  otherwise  commenced  within 5 years  after the Initial
Public Offering Date.

      "Contingent  Liability"  means a  liability  (to the extent not covered by
insurance)  of one or both of the  Parties  which was not booked  for  financial
reporting  purposes prior to the Effective Date that is  attributable  to either
(a) an event which  occurred  prior to the Initial  Public  Offering Date, (b) a
condition  which existed prior to the Initial  Public  Offering  Date, or (c) an
event  which  occurred  after the  Initial  Public  Offering  Date but which was
attributable to the Initial Public Offering; provided, however, that in any case
the  Action  that  resulted  in  uninsured  liability  must have  been  filed or
otherwise commenced within 5 years after the Initial Public Offering Date.

      "Judgment" means any judgment or other  determination of liability entered
by a court or regulatory or  administrative  authority,  any settlement  entered
into or consented to by both of the Parties,  or any  dismissal of a third party
claim;  provided,  however, that a stipulated judgment or order of dismissal (or
equivalent)  by which a court approves a settlement of an Action entered into by
only one of the Parties, including class action settlements, shall not be deemed
to be a Judgment.  For example, the assessment of a tax deficiency (other than a
federal or state income tax deficiency) after the conclusion of an audit and the
exhaustion of the taxpayer's administrative remedies is a Judgment.

      "Named  Party"  means a Party which has one or more members that are named
as a defendant  (or  equivalent)  in an Action.  For  example,  if Ascent is the
taxpayer being audited by a taxing  authority,  Ascent would be a Named Party in
such Action.

      "Party" means a party to this Agreement and each Subsidiary of such party,
other than the other party and its Subsidiaries.

Section 2 - Defense and Prosecution of Actions

      2.1 The Parties will  cooperate  and consult with each other in connection
with the  defense or  prosecution  of any Action in which  both  Parties  are or
potentially  may be involved  (even if both Parties are not Named Parties in the
Action), including but not limited to Actions which might result in a Contingent
Liability or Contingent Benefit.

      2.2 If only one of the Parties is a Named  Party in an Action,  such Named
Party shall be responsible for both the defense or prosecution of the Action (in
cooperation  and  consultation  with the other  Party)  and all of the  Benefits
and/or costs  associated  with such Action  until such time as such  Benefits or
costs may be  subject  to  allocation  as a  Contingent  Benefit  or  Contingent
Liability  under this  Agreement.  Nothing in this Section 2.2,  however,  shall
preclude  either  Party from  joining  the other  party as a Named  Party to the
Action, in which case costs shall be allocated in accordance with Section 2.3.

      2.3 If both  Parties are Named  Parties in an Action,  they shall agree on
the  responsibility  for both the defense or  prosecution  of the Action and the
Benefits and costs  associated with such Action until such time as such Benefits
and costs may be subject to  allocation  as a Contingent  Benefit or  Contingent
Liability under this Agreement. Such agreement shall take into consideration the
manner in which any Contingent  Benefit or Contingent  Liability  resulting from
the Action would be allocated under Section 3.3. For example, if both COMSAT and
Ascent were Named Parties in an action which arose out of Ascent's hotel in-room
entertainment  business, the Parties should agree that Ascent would be primarily
responsible  for the  defense  of the  Action  and  would  bear all of the costs
associated  with such  defense  until  such time as such costs may be subject to
allocation as a Contingent Liability under this Agreement.

      2.4 Each Party shall bear its own internal  costs (such as the salaries of
in-house  legal counsel and other  personnel)  incurred in  connection  with the
defense or prosecution of any Action.

Section 3 - Contingent Liabilities and Contingent Benefits

      3.1 The  allocation  rules set  forth in  Section  3.3 shall  apply to all
Contingent  Liabilities and Contingent Benefits of the Parties which result from
Judgments,  except for those Actions relating to federal and state income taxes,
including state  franchise taxes measured by income,  which shall be governed by
the Tax Disaffiliation  Agreement.  For example,  Contingent  Liabilities may be
based on contract,  tort (including business torts such as alleged violations of
the   antitrust   laws),   tax  (other  than  federal  and  state  income  tax),
environmental,  workers' compensation,  ERISA, securities,  regulatory and other
common law and statutory claims.

      3.2 Except as the Parties may otherwise agree, any Contingent Liability or
Contingent  Benefit which  results from a settlement  (as opposed to a Judgment)
entered into by only one of the Parties will not be subject to allocation  under
this Agreement.

      3.3 The Parties agree to allocate Contingent Benefits and pay the costs of
Contingent  Liabilities which result from Judgments (and any settlements entered
into by only one of the  Parties  which the  Parties  may agree are  subject  to
allocation  under this  Agreement) in accordance  with the following  allocation
rules:

      (a) Named Party Rule.  Except as  otherwise  provided  in  paragraphs  (b)
through (f) below, if only one of the Parties is a Named Party in an Action, the
Contingent  Liability or Contingent  Benefit  shall be allocated  solely to that
Party.

      (b) COMSAT Rule.  If the  Contingent  Liability or  Contingent  Benefit is
attributable  solely to the Acts or  Omissions  of the COMSAT  Entities  and the
Ascent  Entities  did not, in the case of a  Contingent  Liability,  receive any
Benefit  from such Acts or Omissions  or, in the case of a  Contingent  Benefit,
contribute to or participate in the Acts giving rise to such Contingent Benefit,
then the Contingent  Liability or Contingent  Benefit,  as applicable,  shall be
allocated solely to the COMSAT Entities.

      (c) Ascent Rule.  If the  Contingent  Liability or  Contingent  Benefit is
attributable  solely to the Acts or Omissions of Ascent and the COMSAT  Entities
did not, in the case of a  Contingent  Liability,  receive any Benefit from such
Acts or Omissions  or, in the case of a  Contingent  Benefit,  contribute  to or
participate  in the  Acts  giving  rise to such  Contingent  Benefit,  then  the
Contingent  Liability or Contingent Benefit,  as applicable,  shall be allocated
solely to Ascent.

      (d) Joint Rule. In the case of a Contingent  Liability,  if either (1) the
Contingent Liability is attributable to the Acts or Omissions of both the COMSAT
Entities and the Ascent Entities,  or (2) the Party not responsible for the Acts
or Omissions resulting in the Contingent  Liability received a Benefit from such
Acts or  Omissions,  the Parties will use their best efforts to attempt to agree
on an  equitable  means of sharing the  Contingent  Liability  which  reasonably
reflects  both (a) the nature of each  Party's  Acts or  Omissions,  and (b) any
Benefit  to  each  Party  from  the  Acts or  Omissions  that  resulted  in such
Contingent  Liability.  In the case of a Contingent  Benefit,  if either (1) the
Contingent  Benefit is  attributable to the Acts or Omissions of both the COMSAT
Entities and the Ascent Entities,  or (2) the Party not responsible for the Acts
or Omissions  resulting in the Contingent Benefit contributed to or participated
in the Acts giving rise to such Contingent  Benefit,  the Parties will use their
best efforts to attempt to agree on an equitable means of sharing the Contingent
Benefit  which  reasonably  reflects both (a) the nature of each Party's Acts or
Omissions,  (b) the  relative  contribution  of each Party that gave rise to the
Contingent Benefit,  and (c) the Benefits or costs paid by each party in respect
of such Contingent Benefit.

      (e) Employee  Rule.  Notwithstanding  paragraphs (a) through (d) above and
except  as may  otherwise  be  provided  for  under  any of the  indemnification
provisions  of  this  Agreement,   the  Tax  Disaffiliation   Agreement  or  the
Intercompany  Services Agreement,  if the Contingent  Liability results from the
claim of an employee,  or former  employee of a member of the COMSAT Entities or
Ascent  Entities  and is related to such  person's  employment,  the  Contingent
Liability  shall be  allocated  to the Party by whom such person was employed at
the time when the Acts or Omissions  that resulted in the  Contingent  Liability
occurred.  For  example,  if an employee of one of the Ascent  Entities  who was
injured  while  working for an Ascent Entity later  transferred  to COMSAT,  any
Contingent  Liability  relating to such injury would be allocated  solely to the
Ascent Entities.

      (f) Express  Provision Rule.  Notwithstanding  paragraphs (a) through (e),
where the parties have agreed to allocate a Contingent  Liability or  Contingent
Benefit or have provided for indemnification pursuant to an express provision of
this Agreement,  the Corporate  Agreement or the Tax  Disaffiliation  Agreement,
such provision shall control.

      The applicable  allocation rule set forth in paragraphs (b), (c), (d), (e)
and (f) above shall apply even if a Party to which all or part of the Contingent
Liability or  Contingent  Benefit is to be allocated is not a Named Party in the
Action and  regardless  of whether such Party may have been  dismissed  from the
Action by virtue of a motion, settlement or otherwise.

      3.4 The amount of a Contingent  Liability subject to allocation under this
Agreement shall include,  and the amount of any Contingent Benefit available for
allocation  shall be reduced by, the costs of any Judgment entered by a court or
judicial,  regulatory or  administrative  authority in an Action (or the cost of
any settlement  entered into by both of the Parties),  the costs of defending or
prosecuting the Action  (including  court costs,  sanctions  imposed by a court,
attorneys' fees, experts' fees and all other external expenses,  and the cost of
any interest or penalties with respect to any such Judgment.

      3.5  Exhibit  A-1  (Schedule  of  Actions)  contains a list of all Actions
pending or  threatened  as of the date of this  Agreement,  in which the Parties
believe  that a Judgment  would be  reasonably  likely to result in a Contingent
Liability  or  Contingent  Benefit  and the  manner  in  which  such  Contingent
Liability  or  Contingent  Benefit  shall be  allocated  under  this  Agreement,
notwithstanding the general allocation rules set forth in Section 3.3.

      3.6 The Named  Party in an Action in which an  adverse  Judgment  would be
reasonably  likely to result in a Contingent  Liability or a favorable  Judgment
would be  reasonably  likely to result in a  Contingent  Benefit to be allocated
under this Agreement shall use its best efforts to notify the other Party of the
Action  (unless the other Party is also a Named Party in the same Action) within
30 days after the service of process on, or other initial  written notice of the
Action to, such Named Party. The notice shall include the following information:
(a) caption of the Action, including the docket number and the name of the court
or other  judicial,  regulatory  or  administrative  authority  before which the
Action is  pending;  (b) names of the parties  involved  in the  Action,  if not
disclosed in the caption;  (c) brief statement of the claims alleged; (d) amount
of the liability  alleged or expected to be alleged,  if known; and (e) which of
the  allocation  rules set forth in  Section  3.3 such Party  believes  would be
applicable.

      3.7  Notwithstanding  the  provisions  of Section  3.6,  no Party shall be
relieved of its  obligations  under this  Agreement with respect to a Contingent
Liability  unless such Party can demonstrate by a preponderance  of the evidence
that it was substantially prejudiced by the failure of the other Party to either
(a) list the action in Exhibit A-1  (Schedule  of  Actions)  pursuant to Section
3.5, or (b) give timely notice of the Action pursuant to Section 3.6.

      3.8 Except as  otherwise  provided  in Exhibit  A-1 or as the  Parties may
otherwise agree, any Contingent  Liability or Contingent  Benefit resulting from
the Actions  either (a) listed in Exhibit A-1  (Schedule  of Actions) or (b) for
which notice is given  pursuant to Section 3.6 shall be  allocated  according to
the applicable rule set forth in Section 3.3.

                              (Exhibit A-1 follows)


<PAGE>


                                                            Exhibit A-1


                   Schedule of Pending or Threatened Actions



CONTINGENT LIABILITIES AND CONTINGENT BENEFITS ALLOCATED SOLELY TO ASCENT

      1. The  Anschutz  claim  described  in the letter to Deloitte & Touche LLP
dated October 20, 1995 from Wilmer, Cutler & Pickering.

      2. The Miramax litigation described in the letter dated October 3, 1995 to
Deloitte & Touche LLP from Williams & Connolly.

      3. Certain  individuals and corporations that were sellers under the Asset
Purchase  Agreement (the "Beacon  Purchase  Agreement")  dated as of October 27,
1994 among Beacon,  COMSAT such sellers (the  "Sellers")  and others,  have made
certain claims  regarding the contingent  payments due such Sellers  pursuant to
the Purchase  Agreement.  All Contingent  Liabilities  and  Contingent  Benefits
arising out of the Beacon Purchase Agreement (including but not limited to those
matters described on Schedule 4.19 thereto),  arising out of Ascent's  ownership
interest in Beacon  Communications Corp., or associated with any Action that may
be brought by the Sellers in respect of the Beacon Purchase Agreement or related
matters shall be allocated to Ascent.

      4. The Hoskins litigation described in the letter dated October 5, 1995 to
Deloitte & Touche LLP from Akin, Gump, Strauss, Hauer & Feld, L.L.P.

      5. All  Contingent  Liabilities  and  Contingent  Benefits  arising out of
Ascent's  ownership interest in the Nuggets and the Avalanche shall be allocated
to Ascent.

      6. Broadcast  Music,  Incorporated  ("BMI"),  the  representative  of many
composers  and  publishers  of  musical  works for the  licensing  of the public
performance  rights to such works under U.S. copyright law, has contacted Ascent
and OCC to negotiate a licensing  agreement and royalty  arrangement for the use
of music in the movies shown by OCC in its  pay-per-view  in-room  entertainment
systems.  BMI has  requested  a  royalty  rate of  0.40% of the  gross  revenues
generated  from the  purchase  of films  (applicable  to both  feature and adult
films) containing  BMI-represented  music, and an interim rate of 0.30% of gross
revenues.  Ascent and OCC believe a  substantially  lower royalty rate should be
applicable  and  that  such  royalties  are  inapplicable  to adult  films.  All
Contingent  Liabilities and Contingent Benefits associated with the BMI claim or
BMI royalties shall be allocated to Ascent.

      7. American Society of Composers,  Authors and Publishers  ("ASCAP"),  the
representative  of many  composers  and  publishers  of  musical  works  for the
licensing of the public  performance  rights to such works under U.S.  copyright
law, is currently  requesting  hotels to sign its new "Standard  Agreement" that
obligates the hotel to pay for  pay-per-view  music royalties if the provider of
such services does not do so.  Certain OCC contracts  with hotels require OCC to
indemnify  the  hotels for any costs  they  incur for the  payment of  copyright
royalty  obligations  related to pay-per-view  movies.  The royalty rates in the
Standard Agreement vary depending on several factors,  but they are in all cases
significantly  higher than OCC believes it could  negotiate from ASCAP directly.
Thus,  negotiations  are being  initiated  to acquire  the lowest  royalty  rate
feasible. OCC believes that the royalty rates for ASCAP licensed music should be
no  higher  than  for BMI  licensed  music,  and  that  because  ASCAP  controls
considerably  less motion  picture  music than does BMI, it is  reasonable  that
payments to ASCAP should be  considerably  less. All Contingent  Liabilities and
Contingent Benefits associated with ASCAP royalties or claims shall be allocated
to Ascent.

      8. Showtime Networks, Inc. ("Showtime") filed suit against CVE in New York
State  Court  claiming  that CVE was in  breach  of the  agreement  under  which
Showtime provides CVE with its "Showtime" and "The Movie Channel" services.  The
Showtime  suit  alleged  that CVE  failed  to use its best  efforts  to  promote
"Showtime"  and "The Movie  Channel" and that CVE failed to pay certain  license
fees. The Showtime suit subsequently was dismissed with prejudice as a result of
a settlement in which CVE agreed to pay a portion of the license fees in dispute
and  enter  into  a  new  license  agreement.  All  Contingent  Liabilities  and
Contingent  Benefits  associated  with  the  settlement  with  Showtime  or  any
subsequent Actions which may have been brought by Showtime  pertaining to CVE or
OCC shall be allocated to Ascent.

      9. The Leask  litigation  described in the letter to Deloitte & Touche LLP
dated January 10, 1995 from Wilson, Sonsini, Goodrich & Rosati. COMSAT reached a
post-judgment settlement with Mr. Leask under which OCV will pay Mr. Leask $1.54
million in return of his  release  of all claims  against  OCV.  All  Contingent
Liabilities  and Contingent  Benefits  associated  with the settlement  with Mr.
Leask or any  subsequent  Actions  which may be  brought by Mr.  Leask,  if any,
pertaining to OCV shall be allocated to Ascent.

      10.  On  February  16,  1995,  OCV  filed  a  lawsuit   against   LodgeNet
Entertainment Corporation ("Lodgenet") alleging infringement of an OCV patent on
in-room  entertainment  systems.  On November  28,  1995,  Lodgenet  was granted
summary  judgment on the issues of limiting  the period  during  which  Lodgenet
might be liable for damages to begin on November  22,  1994,  and OCV has sought
reconsideration of that decision. On March 22, 1996, LodgeNet filed suit against
On Command Corporation (OCC) in the U.S. District Court in South Dakota alleging
infringement  of a patent  acquired  by  LodgeNet  on March 5, 1996 and  seeking
injunctive relief and damages, which case is in the process of being transferred
to the Federal Court for the Northern District of California and is scheduled to
go to trial in late 1997.  All Contingent  Benefits and  Contingent  Liabilities
associated with the Lodgenet litigation or any subsequent  litigation brought by
LodgeNet or any Ascent Entity related thereto shall be allocated to Ascent.

      12. In response to concerns of Hilton Hotels Corporation ("Hilton"), a key
customer and  shareholder  of OCV,  Ascent,  CVE, OCV and COMSAT  entered into a
letter  agreement  with Hilton dated  December 8, 1995 (as amended,  the "Hilton
Agreement").  The Hilton Agreement initially provided,  among other terms, that:
(a) an independent investment banker would be engaged to review the contribution
by CVE of  substantially  all of its  in-room  entertainment  assets to OCV in a
transaction reflected in the Contribution Agreement dated August 1, 1995 between
CVE  and  OCV  (the  "CVE  Contribution")  with  respect  to  the  value  of the
consideration  received  by OCV and the  value of the OCV  shares  issued in the
transaction,  and the parties agreed to be bound by the  recommendation  of such
investment banker (the "Contribution Recommendation"),  including, if necessary,
at CVE's  option,  paying cash to OCV or the minority  stockholders  of OCV (the
"CVE Cash  Payment"),  retiring  shares of OCV owned by Ascent  (the "OCV  Share
Retirement")  or  reallocating  shares of OCV owned by  Ascent  (the "OCV  Share
Reallocation") to the minority stockholders of OCV. The Corporate Agreement (see
Section 19 of Exhibit A-1 to Appendix A thereto)  provided  that, if applicable,
COMSAT would either:  (i) reimburse CVE or Ascent for the amount of the CVE Cash
Payment,  or (ii) make a cash payment or transfer property to CVE or Ascent with
a  valuation  equal to the value of the OCV  shares  surrendered  or  retired at
COMSAT's option (the "CVE Contribution Indemnification Obligation").  The Hilton
Agreement was amended as of August 13, 1996 to provide, among other things, that
the number of shares issued to CVE, now known as ANS, in connection with the CVE
Contribution,  would  be  reduced.  In  satisfaction  of  the  CVE  Contribution
Indemnification   Obligation,   COMSAT   made  a  cash   payment  to  Ascent  of
$1,820,227.59 on November 5, 1996. Ascent and ANS hereby acknowledge  receipt of
such  funds and  respectively,  each on behalf  of  itself  and its  affiliates,
directors,  officers  successors  and assigns,  hereby fully release each of the
COMSAT  Entities,   and  their  respective  affiliates,   directors,   officers,
employees, agents, and their respective successors and assigns, from and against
any and all claims, demands, obligations, actions, liabilities, causes of action
or damages of every kind or nature whatsoever,  in law or in equity, arising out
of or  related  to the  CVE  Contribution,  the  Hilton  Agreement  and  the CVE
Contribution  Indemnification Obligation. All Contingent Liabilities arising out
of the CVE Contribution,  the Hilton Agreement or associated with any Action, if
any,  that may be  brought by an OCV or On Command  Corporation  shareholder  in
respect of the CVE Contribution shall be allocated to Ascent.


CONTINGENT LIABILITIES AND CONTINGENT BENEFITS ALLOCATED SOLELY TO COMSAT

      13. On April 14, 1995,  COMSAT filed a lawsuit against General  Instrument
Corporation  ("GI")  and two  San  Francisco  area  cable  television  companies
alleging  infringement of COMSAT's patent on conditional  access  technology for
the encrytion and decryption of television  signals. On May 23, 1995, GI filed a
counterclaim against COMSAT asserting that COMSAT tortiously interfered with and
defamed  GI's  business in bringing  the patent  infringement  suit and publicly
announcing  it.  GI and  Scientific-Atlanta,  Inc.  entered  into  a  settlement
agreement with COMSAT settling all claims with respect to the patent in question
(the "GI/SA  Settlement  Agreement").  All  Contingent  Benefits and  Contingent
Liabilities associated with the GI/SA Settlement Agreement shall be allocated to
COMSAT.

      14. The  PanAmSat  antitrust  litigation  contained  in the  letter  dated
January 27, 1995 to Deloitte & Touche LLP from Howrey & Simon.

      15. The Amplica  chemical spill  proceeding  described in the letter dated
January 27, 1995 to Deloitte & Touche LLP from Howrey & Simon.

      16. The  Mendoza  commercial  litigation  described  in the  letter  dated
January 30, 1995 to Deloitte & Touche LLP from Patton, Boggs & Blow.

      17.  The  Florida  Department  of  Environmental   Protection   proceeding
described  in the letter  dated  February  3, 1995 to Deloitte & Touche LLP from
Hearne, Graziano & Nader, P.A.

      18. The Belcom  pending and  threatened  litigation  and  related  matters
described in the letter dated February 5, 1996 from Latham & Watkins.

      19. On April 23, 1997, COMSAT filed suit against Bruce Crockett and others
alleging,  among other things,  that Mr. Crockett had breached  certain terms of
his termination  agreement with COMSAT.  All Contingent  Benefits and Contingent
Liabilities  associated  with the  Crockett  litigation  shall be  allocated  to
COMSAT.

CONTINGENT  LIABILITIES  AND  CONTINGENT  BENEFITS  ALLOCATED TO EITHER COMSAT 
OR ASCENT OR BOTH, AS APPLICABLE

      20.  COMSAT  has a number of  federal  and state tax  contingencies,  both
asserted and  unasserted,  which will be allocated  in  accordance  with the Tax
Disaffiliation Agreement.














<PAGE>




                                   Appendix C

                                     to the

                             DISTRIBUTION AGREEMENT

                                     between

                               COMSAT Corporation

                                       and

                        Ascent Entertainment Group, Inc.













<PAGE>


                                                      Appendix C


                                 Indemnification


      3.07.01  Indemnification by COMSAT. Except with respect to (i) tax matters
which  shall  be  governed  by  Section  4.04  of  this  Agreement  and  the Tax
Disaffiliation  Agreement,  (ii)  matters  related  to the IPO  which  shall  be
governed  by Section  5.3 of the  Corporate  Agreement,  (iii)  claims for which
insurance  proceeds  or other  amounts are  received  which shall be governed by
Section  3.04 of  this  Agreement,  COMSAT  shall  indemnify,  defend  and  hold
harmless,  on an  After  Tax  Basis,  the  Ascent  Entities  and  each of  their
respective directors,  officers and employees and each of the heirs,  executors,
successors and assigns of any of the foregoing (the "Ascent  Indemnitees")  from
and against any and all Losses of the Ascent  Indemnitees  arising out of or due
to the  failure or  alleged  failure  of any  COMSAT  Entity to pay,  perform or
otherwise discharge any of the following items:

      (a) All Losses arising (whether before, on or after the Distribution Date)
in connection with the COMSAT Assets or the COMSAT Business, whether such Losses
relate to events, occurrences or circumstances occurring or existing, or whether
such Losses are asserted, before, on or after the Distribution Date.

      (b) All  Losses  arising  out of or based  upon any  untrue  statement  or
alleged  untrue  statement of material  fact or omission or alleged  omission to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading,  with respect to all information contained in
the Information  Statement;  provided,  however, that such indemnification shall
not apply to any Losses to the extent such Losses arise out of or are based upon
any  statement  or omission  or alleged  statement  or omission  relating to any
Ascent Entity which was supplied for inclusion by any Ascent Entity.

      (c) All  Losses  resulting  from a final  adjudication  of any  litigation
initiated by persons  acting in their  capacity as a shareholder  or creditor of
any COMSAT  Entity and  arising  out of the  transactions  contemplated  by this
Agreement,  except for such Losses which have been  expressly  assumed by Ascent
hereunder.

      (d) All Losses  relating  to any  Contingent  Liability  allocated  to any
COMSAT Entity pursuant to Section 3.01 and Appendix A of this Agreement.

      (e) All Losses  incurred  by any  Ascent  Entity as a result of a material
breach of this Agreement by COMSAT.

Anything in this  Section  3.07.01 to the  contrary  notwithstanding,  no COMSAT
Entity shall have any  liability to any Ascent  Entity in respect of any Tax (as
such term is defined in the Tax Disaffiliation  Agreement),  except as otherwise
expressly provided in this Agreement or in the Tax Disaffiliation Agreement.

      3.07.02  Indemnification by Ascent. Except with respect to (i) tax matters
which  shall  be  governed  by  Section  4.04  of  this  Agreement  and  the Tax
Disaffiliation  Agreement,  (ii)  matters  related  to the IPO  which  shall  be
governed  by Section  5.3 of the  Corporate  Agreement,  (iii)  claims for which
insurance  proceeds  or other  amounts are  received  which shall be governed by
Section  3.04 of  this  Agreement,  Ascent  shall  indemnify,  defend  and  hold
harmless,  on an  After  Tax  Basis,  the  COMSAT  Entities  and  each of  their
respective directors,  officers and employees and each of the heirs,  executors,
successors and assigns of any of the foregoing (the "COMSAT  Indemnitees")  from
and against any and all Losses of the Ascent  Indemnitees  arising out of or due
to the  failure or  alleged  failure  of any  COMSAT  Entity to pay,  perform or
otherwise discharge any of the following items:

      (a) All Losses arising (whether before, on or after the Distribution Date)
in connection with the Ascent Assets or the Ascent Business, whether such Losses
relate to events, occurrences or circumstances occurring or existing, or whether
such Losses are asserted, before, on or after the Distribution Date.

      (b) All  Losses  arising  out of or based  upon any  untrue  statement  or
alleged  untrue  statement of material  fact or omission or alleged  omission to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading,  with respect to all information  relating to
any  Ascent  Entity  provided  by an Ascent  Entity  which is  contained  in the
Information Statement or any report under the Exchange Act filed with the SEC by
COMSAT or any Ascent Entity; provided,  however, that such indemnification shall
not apply to any Losses to the extent such Losses arise out of or are based upon
any  statement  or omission  or alleged  statement  or omission  relating to any
COMSAT Entity which was supplied for inclusion by any COMSAT Entity.

      (c) All Losses resulting from a final adjudication of litigation initiated
by persons  acting in their  capacity as a shareholder or creditor of Ascent and
arising out of the transactions contemplated by this Agreement,  except for such
Losses which have been expressly assumed by COMSAT hereunder; provided, that, it
is agreed and  understood  by the parties  hereto that the  foregoing is neither
intended,  nor shall be construed to place with any Ascent  Entity the burden of
any Loss of, or to provide from any Ascent  Entity any  indemnification  to, any
COMSAT Entity arising from any claim of breach of fiduciary  duty of COMSAT,  as
the controlling shareholder of Ascent, in respect of such transactions.

      (d) All Losses  relating to any Contingent  Liability  allocated to Ascent
pursuant to Section 3.01 and Appendix A of this Agreement.

      (e) All Losses  incurred  by any  COMSAT  Entity as a result of a material
breach of this Agreement by Ascent.

Anything in this  Section  3.07.02 to the  contrary  notwithstanding,  no Ascent
Entity shall have any  liability to any COMSAT  Entity in respect of any Tax (as
such term is defined in the Tax Disaffiliation  Agreement),  except as otherwise
expressly provided in this Agreement or in the Tax Disaffiliation Agreement.

      3.07.03 Limitations on Indemnification  Obligations.  The amount which any
party (an "Indemnifying  Party") is or may be required to pay to any other party
(an  "Indemnitee")  pursuant  to Section  3.07.01  or  3.07.02  shall be reduced
(including,  without  limitation,  retroactively)  by any Insurance  Proceeds or
other  amounts  actually  recovered  by or on  behalf  of  such  Indemnitee,  in
reduction of the related Loss. If an Indemnitee  shall have received payment (an
"Indemnity  Payment")  required by this Agreement from an Indemnifying  Party in
respect of any Loss and shall  subsequently  actually receive Insurance Proceeds
or other amounts in respect of such Loss, then such Indemnitee shall pay to such
Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other
amounts  actually  received  (up  to but  not in  excess  of the  amount  of any
indemnity  payment made hereunder).  An insurer who would otherwise be obligated
to pay any claim  shall  not be  relieved  of the  responsibility  with  respect
thereto, or, solely by virtue of the indemnification provisions hereof, have any
subrogation  rights with respect  thereto,  it being  expressly  understood  and
agreed no insurer or any other third  party  shall be  entitled to a  "windfall"
(i.e.,  a benefit  they would not be  entitled  to receive in the absence of the
indemnification provisions) by virtue of the indemnification provisions hereof.

     3.07.04 Procedures for  Indemnification  of Third Party Claims.  Procedures
for Indemnification of Third Party Claims shall be as follows:

      (a) If an  Indemnitee  shall  receive  notice  or  otherwise  learn of the
assertion by a person (including,  without limitation,  any governmental entity)
who is not a party to this  Agreement  (or an  Affiliate  of either  party) of a
claim or of the  commencement  by any such person of any Action (a "Third  Party
Claim") with respect to which an Indemnifying  Party may be obligated to provide
indemnification  pursuant to Section  3.07.01,  3.07.02 or any other  Section of
this  Agreement,  such  Indemnitee  shall give such  Indemnifying  Party written
notice thereof promptly after becoming aware of such Third Party Claim; provided
that the failure of any  Indemnitee  to give notice as provided in this  Section
3.07.04(a)  shall  not  relieve  the  Indemnifying   Party  of  its  obligations
hereunder,  except  to the  extent  that  such  Indemnifying  Party is  actually
prejudiced by such failure to give notice.  Such notice shall describe the Third
Party Claim in reasonable detail.

      (b) An  Indemnifying  Party  may  elect to  defend or to seek to settle or
compromise,  at such  Indemnifying  Party's own  expense  and such  Indemnifying
Party's own counsel,  any Third Party Claim,  as provided  hereafter.  Within 30
days after  receipt of notice from an  Indemnitee  in  accordance  with  Section
3.07.04(a) (or sooner, if the nature of such Third Party Claim so requires), the
Indemnifying  Party shall  notify the  Indemnitee  of its  election  whether the
Indemnifying  Party will assume  responsibility  for defending  such Third Party
Claim.  After notice from an Indemnifying Party to an Indemnitee of its election
to assume the defense of a Third Party Claim, such Indemnifying  Party shall not
be liable to such  Indemnitee  under  this  Section  3.07 for any legal or other
expenses  (except  expenses  approved  in  advance  by the  Indemnifying  Party)
subsequently incurred by such Indemnitee in connection with the defense thereof;
provided  that if the  defendants  with  respect to any such Third  Party  Claim
include  both the  Indemnifying  Party  and one or more  Indemnitees  and in any
Indemnitee's  reasonable  judgment a conflict of interest between one or more of
such  Indemnitees and such  Indemnifying  Party exists in respect of such claim,
such  Indemnitees  shall have the right to employ separate  counsel to represent
such  Indemnitees  and in that event the  reasonable  fees and  expenses of such
separate counsel (but not more than one separate counsel reasonably satisfactory
to the  Indemnifying  Party)  shall be paid by such  Indemnifying  Party.  If an
Indemnifying  Party elects not to assume  responsibility  for  defending a Third
Party  Claim,  or fails to notify an  Indemnitee  of its election as provided in
this Section 3.07.04(b), such Indemnitee may defend or, subject to the remainder
of this Section 3.07.04(b),  seek to compromise or settle such Third Party Claim
without  prejudice  to such  Indemnitee's  rights,  if any,  to continue to seek
indemnification   hereunder.   Notwithstanding   the   foregoing,   neither   an
Indemnifying Party nor an Indemnitee may settle or compromise any claim over the
objection  of the  other;  provided,  however,  that  consent to  settlement  or
compromise   shall  not  be  unreasonably   withheld  or  delayed.   Neither  an
Indemnifying  Party nor an Indemnitee  shall consent to entry of any judgment or
enter into any  settlement of any Third Party Claim which does not include as an
unconditional  term  thereof  the  giving by a  claimant  or  plaintiff  to such
Indemnitee,  in the case of a consent or settlement by an Indemnifying Party, or
to the  Indemnifying  Party,  in the  case  of a  consent  or  settlement  by an
Indemnitee,  of a written  release  from all  liability in respect to such Third
Party Claim.

      (c) If an Indemnifying Party chooses to defend or to seek to compromise or
settle any Third Party  Claim,  the  related  Indemnitee  shall make  reasonably
available to such  Indemnifying  Party any  personnel  or any books,  records or
other documents within its control or which it otherwise has the ability to make
available  that are necessary or  appropriate  for such  defense,  settlement or
compromise  of  such  Third  Party  Claims,  subject  to  the  establishment  of
reasonably appropriate confidentiality arrangements and arrangements to preserve
any applicable privilege  (including,  the attorney-client  privilege) and shall
cooperate in such defense,  compromise or settlement.  If an Indemnifying  Party
chooses to defend or to seek to compromise or settle any Third Party Claim,  the
related  Indemnitee  shall be  entitled  to attend and  participate  in any such
proceeding, discussion or negotiation at its own expense.

      (d) Notwithstanding anything else in this Section 3.07.04 to the contrary,
if an  Indemnifying  Party  notifies the related  Indemnitee  in writing of such
Indemnifying  Party's  desire to settle or compromise a Third Party Claim on the
basis set forth in such notice  (provided  that such  settlement  or  compromise
includes  as an  unconditional  term  thereof  the  giving  by the  claimant  or
plaintiff of a written  release of the Indemnitee  from all liability in respect
thereof  and  does  not  include  any  non-monetary  remedy)  and  provides  the
Indemnitee a copy of a written proposal of the applicable  claimant to settle on
such terms, and the Indemnitee  shall notify the  Indemnifying  Party in writing
that such Indemnitee declines to accept any such settlement or compromise,  such
Indemnitee  may  continue  to  contest  such  Third  Party  Claim,  free  of any
participation by such Indemnifying  Party, at such Indemnitee's sole expense. In
such event,  the obligation of such  Indemnifying  Party to such Indemnitee with
respect to such Third Party  Claim shall be equal to (i) the costs and  expenses
of such  Indemnitee  prior to the date such  Indemnifying  Party  notifies  such
Indemnitee  of the offer to settle or  compromise  (to the extent such costs and
expenses are otherwise indemnifiable  hereunder) plus (ii) the lesser of (A) the
amount of any offer of settlement or compromise  which such Indemnitee  declined
to accept and (B) the actual  out-of-pocket  amount such Indemnitee is obligated
to pay  subsequent to such date as a result of such  Indemnitee's  continuing to
defend such Third Party Claim (including attorneys fees and expenses).

      (e) Any claim on account  of a Loss  which  does not  result  from a Third
Party Claim shall be asserted by written  notice given by the  Indemnitee to the
related  Indemnifying  Party. Such Indemnifying  Party shall have a period of 30
days after the receipt of such notice within which to respond  thereto.  If such
Indemnifying Party does not respond within such 30-day period, such Indemnifying
Party shall be deemed to have refused to accept  responsibility to make payment.
If such Indemnifying Party does not respond within such 30-day period or rejects
such  claim in whole  or in part,  such  Indemnitee  shall  follow  the  dispute
resolution procedures set forth in Section 3.10.

      (f) In addition to any adjustments  required  pursuant to Section 3.07.03,
if the amount of any Loss shall, at any time subsequent to the payment  required
by this Agreement, be reduced by recovery,  settlement or otherwise,  the amount
of such reduction,  less any expenses  incurred in connection  therewith,  shall
promptly be repaid by the Indemnitee to the Indemnifying Party.

      (g) In the event of payment by an Indemnifying  Party to any Indemnitee in
connection  with  any  Third  Party  Claim,  such  Indemnifying  Party  shall be
subrogated  to and shall stand in the place and the place of such  Indemnitee as
to any events or  circumstances in respect of which such Indemnitee may have any
right or claim  relating  to such Third  Party  Claim  against  any  claimant or
plaintiff  asserting  such Third Party Claim or against any other  person.  Such
Indemnitee shall cooperate with such Indemnifying  Party in a reasonable manner,
and at the cost and  expense of such  Indemnifying  Party,  in  prosecuting  any
subrogated right or claim.

      (h) If any indemnity  payment required to be made hereunder is denominated
in a currency  other than United States  dollars,  such payment shall be made in
United States dollars and the amount thereof shall be computed using the foreign
exchange  rate for such  currency  determined  as of the date that notice of the
claim with  respect to which such  indemnity  payment is made or given by, or on
behalf of, the Indemnitee to the Indemnifying Party.

      3.07.05 Remedies  Cumulative.  The remedies  provided in this Section 3.07
shall be cumulative  and shall not preclude  assertion by any  Indemnitee of any
other  rights  or  the  seeking  of any  and  all  other  remedies  against  any
Indemnifying Party.

      3.07.06  Survival of  Indemnities.  The  obligations of each of COMSAT and
Ascent under this Section 3.07 shall survive the sale or other transfer by it of
any  assets or  businesses  or the  assignment  by it of any  liabilities,  with
respect  to any  Loss  of the  other  related  to  such  assets,  businesses  or
liabilities.




<PAGE>















                                   Appendix D

                                     to the

                             DISTRIBUTION AGREEMENT

                                     between

                               COMSAT Corporation

                                       and

                        Ascent Entertainment Group, Inc.













<PAGE>


                                                            Appendix D

     3.09.01  Trademarks  and Service  Marks of the Ascent  Entities.  After the
Distribution Date, the following  Trademarks and Service Marks shall be the sole
property of the Ascent Entities.

      1.    "ASCENT"  -- U.S.  Trademark  Application  Serial  No.  75/067,785
            in the name of Ascent Entertainment Group, Inc.

      2.    "ASCENT  and  Design"  --  U.S.   Trademark   Application  Serial
            No. 75/067,784 in the name of Ascent Entertainment Group, Inc.

      3.    "ASCENT  ENTERTAINMENT"  --  U.S.  Trademark  Application  Serial
            No. 75/027,908 in the name of Ascent Entertainment Group, Inc.

      4.    "SKY  SPORTS" -- U.S.  Trademark  Application  Serial  No.
            75/006,595
            in the name of COMSAT Entertainment Group, Inc.

      5.    "A and Design" -- U.S.  Trademark  Application  Serial No.
            74/709,738
            in the name of COMSAT Video Enterprises, Inc.

      6.    "A and Design" -- U.S.  Trademark  Application  Serial No.
            74/709,499 in the name of COMSAT Video Enterprises, Inc.

      7.    "COLORADO   AVALANCHE"  --  U.S.  Trademark   Application  Serial
            No.74/709,500 in the name of COMSAT Video Enterprises, Inc.

      8.    "COLORADO   AVALANCHE  and  Design"  --  U.S.  Trademark
            Application Serial No. 74/709,736 in the name of COMSAT Video
            Enterprises, Inc.

      9.    "COLORADO   AVALANCHE"  --  U.S.  Trademark   Application  Serial
            No.74/709,496 in the name of COMSAT Video Enterprises, Inc.

      10.   "AVALANCHE" -- U.S.  Trademark  Application  Serial No.  74/692,389
            in the name of COMSAT Video Enterprises, Inc.

      11.   "AVALANCHE" -- U.S.  Trademark  Application  Serial No.  74/691,969
            in the name of COMSAT Video Enterprises, Inc.

      12.   "SATELLITE   CINEMA"  --  U.S.   Trademark   Application   Serial
            No. 74/181,597,  Registration  No.  1,684,682  issued on April 28,
            1992 in the name of COMSAT Video Enterprises, Inc.

      13.   "SATELLITE   CINEMA"  --  U.S.   Trademark   Application   Serial
            No. 73/480,346,  Registration  No.  1,347,015  issued on July 2,
            1985, now in the name of COMSAT Video Enterprises, Inc.

      14.   "VIDEONOW"  -- U.S.  Trademark  Application  Serial No.  75/061,905
            in
            the name of On Command Video Corporation.

      15.   "OCV  and   Design"   --  U.S.   Trademark   Application   Serial
            No.75/060,999 in the name of On Command Video Corporation.

      16.   "OCV" -- U.S.  Trademark  Application  Serial  No.  75/060,997  in
            the name of On Command Video Corporation.

      17.   "ON  COMMAND  VIDEO"  --  U.S.   Trademark   Application   Serial
            No. 75/060,998 in the name of On Command Video Corporation.

      18.   "ON  COMMAND  VIDEO"  --  U.S.   Trademark   Application   Serial
            No.73/827,699,  Registration  No. 1,597,838 issued on May 22, 1990
            in the name of On Command Video Corporation.

      19.   "BEACON  and  Design"  --  U.S.   Trademark   Application  Serial
            No.74/300,741,  Registration  No.  1,792,994 issued on September
            14, 1993 in the name of Beacon Communication.

      20.   "BEACON  and  Design"  --  U.S.   Trademark   Application  Serial
            No.74/294,962,  Registration  No.  1,856,194 issued on September
            27, 1994 in the name of Beacon Communication.

      21.   "BEACON  and  Design"  --  U.S.   Trademark   Application  Serial
            No.73/614,001,  Registration  No. 1,475,873 issued on February 9,
            1988 in the name of Beacon Communication.

      3.09.02  Trademarks  and  Service  Marks of the Ascent  Entities.  After
the Distribution  Date,  the following  Trademarks and Service Marks shall be
the sole property of the COMSAT Entities.

--------------------------------------------------------------------------------
       MARK          APPL. #    FILING DATE REGIS. NO.  REGIS. DATE   STATUS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ACCUSHAPE          324,550         08/20/81  1,218,974   12/07/82   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ACP                75/168,563      09/19/96                           Pending
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Bringing You the   74/425,369      08/17/93  1,891,364   04/25/95   Registered
World and Beyond
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CAVP               75/183,177      10/11/96                           Pending
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
C-LINK             74/057,137      05/08/90  1,631,104   01/08/91   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMSAT             242,564         04/04/66   828,366    05/02/67   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMSAT             25,455          03/18/80  1,200,243   07/06/82   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMSAT             74/684,901      06/06/95  1,974,971   05/21/96   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMSAT             74/114,514      11/13/90  1,666,705   12/03/91   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMSAT             74/514,234      04/19/94  1,964,981   04/02/96   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMSAT & design    247,010         06/01/66   840,195    12/05/67   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMSAT STAR                        07/15/96                           Pending
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMSTAR            117,025         02/23/77  1,095,461   07/04/78   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMTEX             74/114,513      11/13/90  1,666,107   11/26/97   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CRUISE CALLING     765,469         11/25/88  1,553,272   08/22/89   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CRUISE CALLING &   73/766,455      11/30/88  1,553,273   08/22/89   Registered
design
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CRUISEPHONE        73/765,484      11/25/88  1,603,461   06/26/90   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Design of Globe    244,803         05/03/66   833,818    08/15/67   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Design of Globe    74/118,787      11/28/90  1,670,224   12/31/91   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
DIAL 1 FIRST       75/168,906      09/19/96                           Pending
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
DIAL COMSAT FIRST  75/230,583      01/24/97                           Pending
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DIALAIR            74/056,655      05/07/90  1,676,403   02/18/92   Registered
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DIGISAT            75/182,654      10/11/96                           Pending
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DIGISAT (Old)      81,318          03/24/76  1,049,215   09/28/76   Registered
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FLIGHTNEWS         74/097,509      09/17/90  1,732,239   11/10/92   Registered
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FUTURE IS NOW                      07/15/96                           Pending
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MARICOPY           74/115,082      11/13/90  1,661,962   10/22/91   Registered
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MARIFACTS          74/070,547      06/19/90  1,650,748   07/16/91   Registered
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MARIPRESS          74/070,549      06/19/90  1,648,362   06/18/91   Registered
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OFFICE IN THE SKY  74/005,881      11/29/89  1,644,106   05/07/91   Registered
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ONE PLANET. NO     75/204,007      11/18/96                           Pending
BOUNDARIES.
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PLANET 1           74/736,381      09/25/95                           Pending
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PLANET ONE         74/736,288      09/01/95                           Pending
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PLANET 1           75/067,949      03/05/96                           Pending
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RSi Design                                    871,199    06/17/69   Registered
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RSi w/Design                                  871,200    06/17/69   Registered
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SATCOM             370,017         06/16/82  1,369,833   11/12/85   Registered
TECHNOLOGIES
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SEAMAIL            765,483         11/25/88  1,555,117   09/05/89   Registered
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SEAPHONE           765,468         11/25/88  1,633,752   02/05/91   Registered
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SURE TRACK         74/187,032      07/22/91                           Pending
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TEXTEL             74/114,510      11/13/90  1,666,106   11/26/91   Registered
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TERRASAT           75/134,989      07/16/96                           Pending
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WE BRING YOU THE   74/316,521      09/23/92  1,885,506   03/21/95   Registered
WORLD
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WORLDWIDE COM.     74/607,574      12/06/94  1,985,120   07/09/96   Registered
NOW!
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WORLDWIDE COM.     74/607,553      12/06/94  1,972,470   05/07/96   Registered
NOW!  CWS & Design
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<PAGE>


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                                        17
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                                                                   EXHIBIT 10(b)






                          TAX DISAFFILIATION AGREEMENT


      THIS TAX DISAFFILIATION  AGREEMENT,  dated as of June 3, 1997, is made and
entered  into  by  and  between  COMSAT  Corporation,  a  District  of  Columbia
corporation  ("COMSAT"),  and  Ascent  Entertainment  Group,  Inc.,  a  Delaware
corporation  ("Ascent"),  and supersedes the Tax Sharing  Agreement  dated as of
December  18,  1995  by  and  between   COMSAT  and  Ascent  (the  "Tax  Sharing
Agreement"),  as of the date  specified  in and  subject  to the  conditions  of
Article XII hereof.

                                    RECITALS

      WHEREAS, COMSAT is the common parent corporation of an affiliated group of
corporations  within the meaning of Section 1504(a) of the Internal Revenue Code
of 1986,  as amended  (the  "Code"),  and Ascent is a member of such  affiliated
group; and

      WHEREAS,  the  affiliated  group of which COMSAT is the common  parent and
Ascent is a member files a consolidated  Federal  income tax return  pursuant to
Code Section 1501; and

      WHEREAS,   the  parties  hereto   contemplate  that  COMSAT  will  make  a
distribution (the "Distribution") with respect to its common stock of all of the
common stock of Ascent held by COMSAT  pursuant to the  Distribution  Agreement,
dated as of the date hereof, by and between COMSAT and Ascent (the "Distribution
Agreement"); and

      WHEREAS,  COMSAT  and  Ascent  desire to  provide  for the  allocation  of
liabilities,  procedures  to be  followed,  and other  matters  with  respect to
certain taxes in the event the Distribution takes place.

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

                                    ARTICLE I

                                   DEFINITIONS

      1.  "Adjustment"  shall mean the deemed  increase  or  decrease  in a Tax,
determined  on  an  issue-by-issue  or   transaction-by-transaction   basis,  as
appropriate, and using the assumptions set forth in the next sentence, resulting
from an adjustment  made or proposed by a Taxing  Authority  with respect to any
amount reflected or required to be reflected on any Return relating to such Tax.
For  purpose of  determining  such deemed  increase  or  decrease in a Tax,  the
following  assumptions  will be used:  (a) in the case of any  Income  Tax,  the
highest  marginal  Tax  rate or,  in the  case of any  other  Tax,  the  highest
applicable  Tax rate,  in each case in effect  with  respect to that Tax for the
Taxable  period or any  portion of the  Taxable  period to which the  adjustment
relates;  and (b) such determination shall be made without regard to whether any
actual increase or decrease in such Tax will in fact be realized with respect to
the Return to which such adjustment relates.

      2.  "Affiliate"  shall mean, with respect to any Person,  any partnership,
joint venture,  corporation,  limited liability company,  trust,  unincorporated
association,  or other entity  directly or indirectly  controlling or controlled
by, or under direct or indirect common control with, such Person.

      3. "After-Tax Basis" in reference to an Article VI Indemnity Payment shall
mean an amount that,  after (i)  subtraction of the aggregate  additional  Taxes
incurred  or to be  incurred by the party  receiving  the  Article VI  Indemnity
Payment as a result of the receipt of such payment and (ii)  addition of the tax
benefit to the party  receiving  the Article VI Indemnity  Payment on account of
the Adjustment to which such Article VI Indemnity  Payment relates,  is equal to
the amount of the correlative  Adjustment.  "After-Tax Basis" in reference to an
Article VI Benefit Payment shall mean an amount that,  after (i) addition of the
aggregate  additional  Taxes  incurred or to be incurred by the party making the
Article  VI Benefit  Payment on account of the Ascent Tax  Benefit or the COMSAT
Tax  Benefit  to  which  such  Article  VI  Benefit  Payment  relates  and  (ii)
subtraction  of the tax  benefit  to the party  making  the  Article  VI Benefit
Payment as a result of the making of such payment, is equal to the amount of the
correlative Ascent Tax Benefit or COMSAT Tax Benefit. For purpose of determining
such  additional  taxes  incurred or to be incurred  and such tax  benefit,  the
following  assumptions  will be used:  (a) in the case of any  Income  Tax,  the
highest  marginal  Tax  rate or,  in the  case of any  other  Tax,  the  highest
applicable  Tax rate,  in each case in effect  with  respect to that Tax for the
Taxable  period or any  portion of the  Taxable  period to which the  Article VI
Indemnity  Payment  or  Article  VI  Benefit  Payment  relates;   and  (b)  such
determination  shall be made  without  regard to whether  any actual  additional
taxes or tax  benefit  will in fact be  realized  with  respect to the Return to
which such payment relates.

      4.    "Agreement" shall mean this Tax Disaffiliation Agreement, including
any schedules, exhibits and appendices attached hereto.

      5. "Article VI Benefit  Payment" shall mean a payment made under section 2
of Article VI hereof that is a payment  with respect to an Ascent Tax Benefit or
a COMSAT Tax Benefit.

      6. "Article VI Indemnity  Payment" shall mean a payment made under section
2 of Article VI hereof that is an  indemnity  payment  with respect to an Ascent
Tax Adjustment or a COMSAT Tax Adjustment.

      7. "Ascent  Consolidated  Group" shall mean, for any taxable year prior to
the Distribution,  the affiliated group of corporations of which Ascent would be
the common parent for consolidated  Federal income tax return filing purposes if
it were  not a  subsidiary  of  COMSAT,  and,  as of the  Distribution  Date and
thereafter,  the affiliated  group of  corporations  of which Ascent will be the
common parent for consolidated  Federal income tax return filing  purposes,  and
any other  corporations that are or become members of such affiliated group. If,
subsequent  to the  Distribution,  Ascent  ceases to be the common  parent of an
affiliated  group,  "Ascent  Consolidated  Group" shall refer to the  affiliated
group of which  Ascent or a  successor  is a member or, in the event that Ascent
ceases to be either the common parent or a member of any  affiliated  group,  to
Ascent or a  successor.  To the extent  required  to carry out the intent of any
provision of this Agreement, "Ascent Consolidated Group" shall also refer to any
corporation that, subsequent to the Distribution, leaves the affiliated group of
which Ascent is the common parent or otherwise a member.

      8. "Ascent Tax Adjustment"  shall mean, with respect to any Taxable period
or portion of a Taxable period, and as computed  separately with respect to each
Tax, the net increase in each such Tax equal to the sum of all Adjustments  made
pursuant to a Final  Determination  with  respect to each such Tax for each such
Taxable  period or  portion of a Taxable  period  that are  attributable  to the
Ascent Consolidated Group;  provided,  however, that any Adjustment comprising a
Restructuring  Adjustment  shall not be considered in determining  the amount of
any Ascent Tax Adjustment.

      9. "Ascent Tax Benefit" shall mean,  with respect to any Taxable period or
portion of a Taxable  period,  and as computed  separately  with respect to each
Tax, the net decrease in each such Tax equal to the sum of all Adjustments  made
pursuant to a Final  Determination  with  respect to each such Tax for each such
Taxable  period or  portion of a Taxable  period  that are  attributable  to the
Ascent Consolidated Group;  provided,  however, that any Adjustment comprising a
Restructuring  Adjustment  shall not be considered in determining  the amount of
any Ascent Tax Benefit.

      10.  "Base  Rate,"  with  respect to any  Person,  shall mean the  highest
marginal  interest  rate  paid  by that  Person  on  such  Person's  outstanding
indebtedness  for borrowed  money in effect from time to time, or, if the Person
does not have indebtedness for borrowed money, ten percent per annum.

      11.   "Code" shall have the meaning set forth in the Recitals to this
Agreement.

      12.   "Combined Consolidated Group" shall mean for any taxable year the
affiliated group of corporations comprised of the COMSAT Consolidated Group and
the Ascent Consolidated Group.

      13.   "Combined Consolidated Return" shall mean a consolidated Federal
income tax return filed for the Combined Consolidated Group.

      14.  "COMSAT  Consolidated  Group"  shall  mean for any  taxable  year the
affiliated  group of corporations of which COMSAT is the common parent,  and any
other  corporations  which become members of the affiliated group, but excluding
members of the Ascent  Consolidated  Group. If,  subsequent to the Distribution,
COMSAT  ceases  to  be  the  common  parent  of  an  affiliated  group,  "COMSAT
Consolidated  Group"  shall refer to the  affiliated  group of which COMSAT or a
successor  is a member  or, in the event  that  COMSAT  ceases to be either  the
common parent or a member of any consolidated group, to COMSAT or a successor.

      15. "COMSAT Tax Adjustment" shall mean, with respect to any Taxable period
or portion of a Taxable period, and as computed  separately with respect to each
Tax, the net increase in each such Tax equal to the sum of all Adjustments  made
pursuant to a Final  Determination  with  respect to each such Tax for each such
Taxable  period or  portion of a Taxable  period  that are  attributable  to the
COMSAT Consolidated Group;  provided,  however, that any Adjustment comprising a
Restructuring  Adjustment  shall not be considered in determining  the amount of
any COMSAT Tax Adjustment.

      16. "COMSAT Tax Benefit" shall mean, with respect to any Taxable period or
portion of a Taxable  period,  and as computed  separately  with respect to each
Tax, the net decrease in each such Tax equal to the sum of all Adjustments  made
pursuant to a Final  Determination  with  respect to each such Tax for each such
Taxable  period or  portion of a Taxable  period  that are  attributable  to the
COMSAT Consolidated Group;  provided,  however, that any Adjustment comprising a
Restructuring  Adjustment  shall not be considered in determining  the amount of
any COMSAT Tax Benefit.

      17. "Controlling Party" shall mean the member of the Combined Consolidated
Group,  that filed, or, if a Return was not filed, was required pursuant to this
Agreement  to file a  Return  that is the  subject  of any Tax  Contest,  or any
successor and/or assign of any of the foregoing.

      18.   "Distribution" shall have the meaning set forth in the Recitals to
this Agreement.

      19.   "Distribution Agreement" shall have the meaning set forth in the
Recitals to this Agreement.

      20.   "Distribution Date" shall mean the date the Distribution becomes
effective pursuant to the Distribution Agreement.

      21.   "Federal Income Taxes" and "Federal Income Tax Liability" shall mean
the taxes imposed by sections 11, 55, 59A, and 1201(a) of the Code, or any
successor provisions to such sections and any other income-based U.S. Federal
taxes which are hereinafter imposed upon corporations.

      22. "Final Determination" shall mean the final resolution of liability for
any Tax for a Taxable  period,  (i) by IRS Form 870 or 870-AD (or any  successor
forms  thereto),  on the  date  of  acceptance  by or on  behalf  of the  Taxing
Authority, or by a comparable form under the laws of other jurisdictions; except
that a Form 870 or 870-AD or comparable form that reserves (whether by its terms
or by  operation  of law) the right of the  taxpayer  to file a claim for refund
and/or the right of the Taxing  Authority to assert a further  deficiency  shall
not constitute a Final Determination:  (ii) by a decision,  judgment, decree, or
other order by a court of  competent  jurisdiction,  which has become  final and
unappealable; (iii) by a closing agreement or accepted offer in compromise under
Section  7121 or 7122 of the  Code (or any  successor  provisions  thereto),  or
comparable  agreements  under  the  laws  of  other  jurisdictions;  (iv) by any
allowance  of a refund or credit in respect of an  overpayment  of tax, but only
after the  expiration  of all periods  during which such refund may be recovered
(including by way of offset) by the Taxing Authority;  or (v) by any other final
disposition,  including by reason of the expiration of the applicable statute of
limitations or by mutual agreement of the parties.

      23.   "Group" shall mean the COMSAT Consolidated Group or the Ascent
Consolidated Group.

      24.   "Income Taxes" shall mean Federal Income Taxes and other Taxes that
are imposed on or measured by net income and not gross receipts or sales.

      25.   "Indemnified Party" shall have the meaning set forth Article VIII,
section 1 of this Agreement.

      26.   "Indemnifying Party" shall have the meaning set forth in Article
VIII, section 1 of this Agreement.

      27. "Interested Party" shall mean COMSAT or any other member of the COMSAT
Consolidated  Group,  or Ascent or any other  member of the Ascent  Consolidated
Group  (including any successor  and/or assign of any of each of the foregoing),
as the case may be, to the extent (a) such Person is not the  Controlling  Party
with  respect to a Tax  Contest;  and (b) such  Person (i) may be liable for, or
required to make, any indemnity payment, reimbursement or other payment pursuant
to the provisions of this  Agreement  with respect to such Tax Contest;  or (ii)
may be entitled to receive any indemnity payment, reimbursement or other payment
pursuant to the  provisions of this  Agreement with respect to such Tax Contest;
provided,  however,  that in no  event  shall a  member  of  either  the  COMSAT
Consolidated Group or the Ascent  Consolidated  Group, as the case may be, be an
Interested  Party in a Tax Contest in which  another  member of its Group is the
Controlling Party with respect to the Tax Contest.

      28.   "IRS" shall mean the Internal Revenue Service.

      29.  "Person"  shall  mean  an  individual,  partnership,  joint  venture,
corporation,  limited liability company, trust, unincorporated association,  any
other entity, or a government or any department or agency or other unit thereof.

      30.   "Post-Affiliation Year" shall have the meaning set forth in Article
III, section 3.

      31.   "Regulations" or "Treas. Reg." shall mean the final or temporary
U.S. Treasury regulations in effect from time to time.

      32.  "Restructuring  Adjustment"  shall mean,  with respect to any Taxable
period or portion of a Taxable period,  and as computed  separately with respect
to each Tax,  the net increase or decrease in each such Tax, as the case may be,
equal to the sum of all Adjustments made pursuant to a Final  Determination with
respect to each such Tax for each Taxable  period or portion of a Taxable period
that are attributable to, or as a result of, the Distribution.

      33. "Return" shall mean any return,  report,  form or similar statement or
document (including,  without limitation,  any related or supporting information
or schedule  attached  thereto  and any  information  return,  claim for refund,
amended return and declaration of estimated tax) that has been or is required to
be filed  with any  Taxing  Authority  or that  has  been or is  required  to be
furnished  to  any  Taxing  Authority  in  connection  with  the  determination,
assessment  or  collection  of any  Taxes  or the  administration  of any  laws,
regulations or administrative requirements relating to any Taxes.

      34.  "Straddle  Period"  shall  mean any  Taxable  period of the  Combined
Consolidated Group (or any member thereof) that includes but does not end on the
Distribution  Date,  other than a Taxable Period that begins on the Distribution
Date.

      35. "Tax" (and, with  correlative  meanings,  "Taxes" and "Taxable") shall
mean, without  limitation,  and as determined on a  jurisdiction-by-jurisdiction
basis,  each  foreign  or  U.S.  federal,  state,  local  or  municipal  income,
alternative or add-on minimum, gross receipts, sales, use, ad valorem, transfer,
franchise,   profits,  license,   withholding,   payroll,  employment,   excise,
severance,  stamp,  occupation,  premium,  property  or any other  tax,  custom,
tariff, impost, levy, duty, government fee or other like assessment or charge of
any kind whatsoever,  together with any interest or penalty,  addition to tax or
additional amount related thereto, imposed by any Taxing Authority.

      36.  "Taxing  Authority"  shall mean any  government  or any  subdivision,
agency,  commission or authority thereof, or any  quasi-governmental  or private
body having jurisdiction over the assessment, determination, collection or other
imposition of Taxes.

      37. "Tax Contest" shall mean, without limitation,  any audit, examination,
claim, suit, action or other proceeding relating to Taxes in which an Adjustment
to Taxes may be  proposed,  collected  or  assessed  and in  respect of which an
indemnity payment,  reimbursement,  other payment,  or entitlement to receive or
retain tax benefits may be sought under or arises pursuant to this Agreement.

      38.   "Tax Sharing Agreement" shall have the meaning set forth in the
Recitals to this Agreement.

                                   ARTICLE II

                                     RETURNS

      1.  COMSAT  shall  have  the  sole and  exclusive  responsibility  for the
preparation and filing of the consolidated U.S. Federal income tax return of the
Combined  Consolidated  Group,  including  any  amended  returns  and any  other
returns, documents, or statements required to be filed with the IRS with respect
to the  determination  of the  Federal  Income  Tax  Liability  of the  Combined
Consolidated  Group.  All  returns  shall be filed by COMSAT on a timely  basis,
taking into account extensions of the due date for the filing of such returns.
      2. The  Ascent  Consolidated  Group  shall  continue  to join in  filing a
consolidated  Federal income tax return with the COMSAT  Consolidated  Group for
all such taxable years for which the Ascent Consolidated Group is eligible to do
so under  the Code and the  Regulations,  unless  COMSAT  shall  request  and be
granted  permission  to  discontinue  filing  on a  consolidated  basis or shall
otherwise  properly elect not to file on a consolidated  basis in any particular
case.

      3. COMSAT shall make all Federal income tax payments,  including estimated
payments,  with respect to consolidated tax returns of the Combined Consolidated
Group, and COMSAT shall have the right to exercise all powers of a common parent
with  respect  to filing the  consolidated  Federal  income  tax  returns as are
conferred on it by the Regulations.

      4. COMSAT shall be the sole and exclusive agent of the Ascent Consolidated
Group and any member of such group in any and all  matters  relating to the U.S.
Federal  Income  Tax  Liability  of the  Combined  Consolidated  Group  for  all
consolidated  return years.  After  consultation with Ascent with respect to all
Returns in which Ascent  joins,  COMSAT shall,  inter alia,  have the right with
respect to any Federal  consolidated returns which it files (a) to determine (i)
the manner in which such returns shall be prepared and filed, including, without
limitation,  the manner in which any item of income,  gain,  loss,  deduction or
credit  shall be  reported,  (ii)  whether any  extensions  of the due dates for
filing of such  returns or of the  applicable  statutes  of  limitations  may be
requested  and  (iii)  the  elections  that  will be made by any  member  of the
Combined  Consolidated Group, (b) to file and prosecute any claim for refund and
(c) to determine whether any refunds,  to which the Combined  Consolidated Group
may be  entitled,  shall be paid by way of refund or  credited  against  the tax
liability of the Combined Consolidated Group. Ascent hereby irrevocably appoints
COMSAT as its agent and  attorney-in-fact  to take such  action  (including  the
execution of documents) as COMSAT may deem appropriate to effect the foregoing.

      5.    COMSAT shall, in its sole discretion, determine whether it is
appropriate to make any elections pursuant to Treas. Reg. ss.ss. 1.1502-76(b)(2)
(ii)or (iii).  Ascent and each member of the Ascent Consolidated Group shall
file with their Returns all statements required to effectuate any such election.

      6. (a) Subject to section 4 of this Article II, COMSAT shall, on behalf of
the Combined  Consolidated  Group (or any member  thereof),  prepare and file or
cause to be prepared  and filed all Returns of the Combined  Consolidated  Group
(or any member  thereof) (i) with respect to any Taxable  period ending prior to
January  1, 1997,  and (ii) with  respect  to Income  Taxes for (x) any  Taxable
period  beginning  after  December  31,  1996,  and  ending  on  or  before  the
Distribution  Date and (y) any Straddle Period.  Subject to Article III, Article
V, and Article VI hereof,  COMSAT  shall pay or cause to be paid all Taxes shown
to be due and payable on such Returns.

            (b) COMSAT shall  prepare and file or cause to be prepared and filed
all Returns of the COMSAT  Consolidated  Group (or any member  thereof)  for any
Taxable  period  beginning  on or after the  Distribution  Date and shall pay or
cause  to be  paid  all  Taxes  shown  to be  due  and  payable  by  the  COMSAT
Consolidated Group (or any member thereof) on such Returns. Ascent shall prepare
and  file  or  cause  to be  prepared  and  filed  all  Returns  of  the  Ascent
Consolidated  Group (or any member  thereof)  (i) with  respect  to any  Taxable
period  beginning  after  December 31, 1996,  other than Returns with respect to
Income Taxes for (x) any Taxable period  beginning  after December 31, 1996, and
ending on or before the Distribution Date and (y) any Straddle Period,  and (ii)
for any Taxable period  beginning on or after the  Distribution  Date, and shall
pay or cause to be paid all  Taxes  shown to be due and  payable  by the  Ascent
Consolidated Group (or any member thereof) on such Returns.

            (c) All Taxes  other than the Taxes  discussed  in  Article  III and
Article V hereof  shall be paid by the entity that  incurs  such  Taxes.  In the
event  COMSAT  has paid any such  Taxes  as  agent  for a member  of the  Ascent
Consolidated Group, such member shall reimburse COMSAT therefor.

                                   ARTICLE III

                 CALCULATION AND PAYMENT OF TAX SHARING PAYMENTS

      1.    For each taxable year for which COMSAT files a Combined Consolidated
Return, Federal Income Tax Liability shall be allocated among the members of the
Combined Consolidated Group in the same manner as the applicable methods in
effect under Treas. Reg. ss. 1.1552-1 for such year, provided that the Combined
Consolidated Group shall in any event be treated as having elected the
percentage method under Treas. Reg. ss. 1.1502-33(d)(3), utilizing a fixed
percentage of 100 percent.

      2. a. Prior to March 15  following  each taxable year for which a Combined
Consolidated  Return is filed,  COMSAT may prepare a preliminary tax calculation
("Preliminary  Tax  Calculation")  for such  taxable  year.  Ascent shall pay to
COMSAT by such March 15 the amount,  if any, of the Federal Income Tax Liability
(allocated  as  provided  in  Section  1 of  this  Article  III)  of the  Ascent
Consolidated Group determined pursuant to the Preliminary Tax Calculation.

            b.  Within 10 days after the date on which a  Combined  Consolidated
Return for the taxable  year is filed,  Ascent shall make a payment to COMSAT in
an amount  equal to the  amount,  if any,  by which  the  Federal  Income  Taxes
actually  paid by COMSAT with  respect to such taxable year (which may be zero),
but not  including  any  amount  received  by COMSAT  from  Ascent  pursuant  to
paragraph  (a) of this  Section 2,  exceed  the  Federal  Income  Tax  Liability
allocated to members of the COMSAT  Consolidated  Group under  Section 1 of this
Article  (which  may be a  negative  amount).  No  interest  shall be payable in
respect of any amount payable to COMSAT pursuant to the preceding sentence.

            c.  Within 10 days after the date on which a  Combined  Consolidated
Return for the taxable  year is filed,  COMSAT shall make a payment to Ascent in
an amount equal to the amount,  if any, by which the amounts (which may be zero)
actually  paid by Ascent to COMSAT  pursuant to paragraph  (a) of this Section 2
exceed the  Federal  Income  Tax  Liability  allocated  to members of the Ascent
Consolidated  Group  under  Section 1 of this  Article  (which may be a negative
amount). No interest shall be payable in respect of any amount payable to Ascent
pursuant to the preceding sentence.

            d. It is the intention of the parties hereto that the interpretation
of paragraphs  (b) and (c) of this section 2 of Article III be  consistent  with
the results reflected in their previous  computations made and course of dealing
under  paragraphs  (b) and (c) of  section 2 of Article  III of the Tax  Sharing
Agreement as heretofore in effect.

            e. COMSAT shall furnish to Ascent the  Preliminary  Tax  Calculation
(if any) no later  than 10 days  prior  to  March 15 of the year  following  the
taxable year, and shall furnish to Ascent the allocation of tax liability  under
Section 1 of this Article no later than 10 days before the Combined Consolidated
Return for the taxable year is filed.

            f. The  provisions  of this  section 2 shall  not  apply to  Returns
governed by section 6(b) of Article II hereof.

      3. If, for any taxable year  beginning on or after the  Distribution  Date
("Post-Affiliation  Year"),  a member  of the  Ascent  Consolidated  Group (or a
successor to such member) incurs net operating losses that could be carried back
to a Combined  Consolidated Return, the common parent of the affiliated group of
which  such  member of the Ascent  Consolidated  Group (or a  successor  to such
member)  is a  member  for  such  Post-Affiliation  Year  shall  timely  make an
irrevocable  election  pursuant  to  Treas.  Reg.  ss.  1.1502-21T(b)(3)(i)  (or
successor  regulation) to relinquish the entire carryback period with respect to
such net  operating  losses.  Regardless  of whether  the  common  parent of the
affiliated  group of which such member (or its  successor)  is a member for such
Post-Affiliation Year timely makes such irrevocable election,  COMSAT shall have
no payment  obligation in respect of any such net operating  losses  incurred by
such member of the Ascent Consolidated Group in any Post-Affiliation Year.
      4. If, in any Post-Affiliation Year, a net capital loss, excess tax credit
or any  other tax  attribute  of a member of the  Ascent  Consolidated  Group is
carried back and actually  utilized in a Combined  Consolidated  Return,  COMSAT
shall pay such member an amount equal to the actual  reduction in tax  resulting
from the  utilization  of such tax  attribute;  provided  however,  that if such
utilization is subsequently  displaced by other tax attributes,  a recomputation
shall be made and such  member  shall  repay to COMSAT any amount  necessary  to
reflect  the  actual   utilization   of  such  tax  attribute   following   such
displacement.  Any  payments  made under this Section 4 shall  reflect  interest
under  Article IV to the extent that  interest  is actually  paid to or received
from the  Internal  Revenue  Service  with  respect to the  utilization  of such
attribute.

      5. Subsequent to the Distribution,  a payment shall be made between COMSAT
and Ascent to reflect the difference,  if any, between the amount of alternative
minimum  tax credit  allocated  to any member of the Ascent  Consolidated  Group
under Prop.  Treas.  Reg. ss.  1.1502-55(h)(6)  or successor  provisions and the
allocable  amount  of  alternative  minimum  tax  paid by such  member  (and not
subsequently credited against regular tax) as reflected in the prior sections of
this  Article III.  Such  payment  shall be made no later than 10 days after the
filing of the Combined  Consolidated  Return for the taxable year that  includes
the Distribution Date.

                                   ARTICLE IV

                                    INTEREST

      1. Interest required to be paid by or to Ascent pursuant to this Agreement
shall,  unless  otherwise  specified,  be computed at the rate and in the manner
provided in the Code for interest on  underpayments  (including  large corporate
underpayments, if applicable) and overpayments,  respectively, of Federal income
tax for the relevant period.

      2. Any  interest  charge  required to be paid by or to Ascent  pursuant to
this  Agreement  with respect to any state or local income tax or franchise  tax
return  shall be computed  at the rate and in the manner as  provided  under the
applicable state or local statute for interest on underpayments and overpayments
of such tax for the relevant period.

                                    ARTICLE V

                               STATE & LOCAL TAXES

      The principles  expressed with respect to the Combined  Consolidated Group
Federal  income tax matters  throughout  this Agreement  (including  Article II,
Article  VI, and Article X) shall apply with equal force and effect to state and
local income and franchise  Tax matters to the extent such Taxes are  determined
on a combined or  consolidated  basis,  including the  preparation and filing of
state and local income tax and franchise tax Returns required to be filed by the
Combined Consolidated Group.

                                   ARTICLE VI

                                 INDEMNIFICATION

      1.    (a)   COMSAT hereby agrees to indemnify and hold each member of the
Ascent Consolidated Group harmless with respect to any Federal Income Tax
Liability of the Combined Consolidated Group where such liability arises solely
by reason of the member being severally liable for any taxes of the COMSAT
Consolidated Group pursuant to Treas. Reg. ss. 1.1502-6.

            (b) Ascent  hereby  agrees to indemnify  and hold each member of the
COMSAT  Consolidated  Group  harmless  with  respect to any  Federal  Income Tax
Liability of the Combined  Consolidated Group where such liability arises solely
by reason of the  member  being  severally  liable  for any taxes of the  Ascent
Consolidated Group pursuant to Treas. Reg. ss. 1.1502-6.

            (c) Ascent  hereby  agrees to indemnify  and hold each member of the
COMSAT  Consolidated  Group  harmless from and against any and all  liabilities,
claims and expenses  resulting  from any action or failure to act on the part of
Ascent or any member of the Ascent  Consolidated  Group that is in contravention
of the provisions of this Agreement.

            (d) COMSAT  hereby  agrees to indemnify  and hold each member of the
Ascent  Consolidated  Group  harmless from and against any and all  liabilities,
claims and expenses  resulting  from any action or failure to act on the part of
COMSAT or any member of the COMSAT  Consolidated  Group that is in contravention
of the provisions of this Agreement.

      2. (a) (i) Except as provided in  paragraph  (ii) of this  section 2(a) of
Article VI, Ascent shall be liable for, and shall  indemnify and hold  harmless,
as  appropriate,  any member of the COMSAT  Consolidated  Group on an  After-Tax
Basis  against  any and all Ascent Tax  Adjustments  for any  Taxable  period or
portion  of a  Taxable  period  ending  or  deemed  to  end  on  or  before  the
Distribution  Date,  in each  case with  respect  to any  Return  of the  Ascent
Consolidated  Group (or any member thereof),  the COMSAT  Consolidated Group (or
any member thereof) or the Combined  Consolidated Group (or any member thereof).
Except as  provided  in section 3 of Article  III,  Ascent  shall be entitled to
receive on an  After-Tax  Basis the amount of any  Ascent Tax  Benefits  for any
Taxable  period or  portion  of a Taxable  period  ending or deemed to end on or
before  the  Distribution  Date  with  respect  to  any  Return  of  the  Ascent
Consolidated  Group (or any member thereof),  the COMSAT  Consolidated Group (or
any member thereof) or the Combined Consolidated Group (or any member thereof).

                  (ii) Ascent shall not be required to indemnify  COMSAT for any
penalty or  addition to tax in the nature of a penalty  (but shall  nevertheless
indemnify COMSAT for tax and interest as otherwise provided herein) imposed with
respect to an item in a return that was  prepared by COMSAT,  unless  Ascent (x)
provided  COMSAT with erroneous or incomplete  information  that resulted in the
imposition of such penalty,  or (y) was consulted with respect to, or allowed to
review  prior to filing,  the  treatment  of such item in the return and did not
expressly  request  COMSAT to alter the treatment of the item giving rise to the
penalty in a manner that would have caused such penalty not to be imposed.

            (b) (i) COMSAT  shall be liable for,  and shall  indemnify  and hold
harmless,  as  appropriate,  any member of the Ascent  Consolidated  Group on an
After-Tax  Basis  against  any and all COMSAT Tax  Adjustments  for any  Taxable
period or portion of a Taxable  period  ending or deemed to end on or before the
Distribution  Date,  in each  case with  respect  to any  Return  of the  Ascent
Consolidated  Group (or any member thereof),  the COMSAT  Consolidated Group (or
any member thereof) or the Combined  Consolidated Group (or any member thereof).
COMSAT  shall be  entitled  to receive on an  After-Tax  Basis the amount of any
COMSAT Tax Benefits for any Taxable period or portion of a Taxable period ending
or deemed to end on or before the  Distribution  Date with respect to any Return
of  the  Ascent   Consolidated  Group  (or  any  member  thereof),   the  COMSAT
Consolidated  Group (or any member thereof) or the Combined  Consolidated  Group
(or any member thereof).

                  (ii) COMSAT shall be liable for, and shall  indemnify and hold
harmless,  as  appropriate,  any member of the Ascent  Consolidated  Group on an
After-Tax  Basis  against  any  penalty  or  addition  to tax in the nature of a
penalty imposed with respect to an item in a return that was prepared by COMSAT,
unless Ascent (x) provided COMSAT with erroneous or incomplete  information that
resulted in the  imposition of such penalty,  or (y) was consulted  with respect
to, or allowed  to review  prior to filing,  the  treatment  of such item in the
return and did not expressly  request  COMSAT to alter the treatment of the item
giving rise to the  penalty in a manner that would have caused such  penalty not
to be imposed.

      3.    (a)  The indemnification provisions of this Agreement shall
supplement the indemnification provisions of the Distribution Agreement.  In
particular, the Distribution Agreement provides for indemnification with respect
to any Restructuring Adjustment.
      (b) To the  extent  there  is any  conflict  between  the  indemnification
provisions  of  this  Agreement  and  the  indemnification   provisions  of  the
Distribution  Agreement,  the  indemnification  provisions  of the  Distribution
Agreement shall control.

                                   ARTICLE VII

                                  TAX CONTESTS

      1. The Controlling  Party shall promptly notify all Interested  Parties of
(a) the  commencement  of any Tax  Contest  pursuant  to which  such  Interested
Parties may be required  to make or  entitled to receive an  indemnity  payment,
reimbursement  or  other  payment  under  this  Agreement;  and  (b)  any  Final
Determination  made with  respect  to any Tax  Contest  pursuant  to which  such
Interested  Parties may be required to make or entitled to receive any indemnity
payment,  reimbursement or other payment under this Agreement.  The failure of a
Controlling  Party to promptly  notify any Interested  Party as specified in the
preceding  sentence shall not relieve any such Interested Party of any liability
and/or  obligation  which  it may  have  to the  Controlling  Party  under  this
Agreement.

      2. The  Controlling  Party  shall  have the  right to  contest,  litigate,
compromise and settle any Adjustment  that is made or proposed in a Tax Contest;
provided, however, that the prior written consent of each Interested Party shall
be required,  which consent may not be  unreasonably  withheld.  The Controlling
Party  shall  permit  each  Interested  Party and the  counsel  of its choice to
participate  in any such  contest,  litigation,  compromise or settlement of any
Adjustment in a Tax Contest. All costs, including legal and accounting expenses,
of any Tax Contest are to be borne by the party incurring such costs.


                                  ARTICLE VIII

                              PROCEDURE AND PAYMENT

      1. Any Person  entitled  to any  indemnification,  reimbursement  or other
payment under this Agreement  with respect to the amount of any Adjustment  that
has become immediately due and payable (the "Indemnified Party") shall notify in
writing the Person  against whom such  indemnification,  reimbursement  or other
payment is sought (the  "Indemnifying  Party") of its right to and the amount of
such indemnification,  reimbursement or other payment;  provided,  however, that
the failure to notify the Indemnifying  Party shall not relieve the Indemnifying
Party from any liability  and/or  obligation which it may have to an Indemnified
Party on account of the provisions contained in this Agreement,  and in no event
shall such failure  relieve the  Indemnifying  Party from any other liability or
obligation  which it may have to such  Indemnified  Party.  Except as  otherwise
provided in this  Agreement,  the  Indemnifying  Party shall make such indemnity
payment,  reimbursement  or other payment to the Indemnified  Party within [ten]
days of the receipt of the written notice specified in the preceding sentence.

      2. Any indemnity  payment,  reimbursement  or other payment required to be
made pursuant to this Agreement by an Indemnifying Party to an Indemnified Party
shall be made by wire  transfer  of  immediately  available  funds to such  bank
and/or  other  account  of the  Indemnified  Party  as from  time  to  time  the
Indemnified Party shall have directed the Indemnifying  Party in writing,  or in
such other manner as the Indemnified Party may direct in writing.

      3. Any indemnity  payment,  reimbursement  or other payment required to be
made by an  Indemnifying  Party pursuant to this Agreement  shall bear interest,
from the date such payment is due under this Agreement  until payment in full is
received by the Indemnified Party, at [a rate per annum equal at all times to 4%
per annum  above the Base Rate then in effect of the  Person  obligated  to make
such payment]. In the event that the rate provided for in the preceding sentence
exceeds the maximum rate allowed by applicable  law, the maximum legal  interest
rate shall apply.

                                   ARTICLE IX

                                   COOPERATION

      1. COMSAT and Ascent  shall  provide each other with such  assistance  and
documents,  without  charge  and in a  timely  fashion,  as  may  be  reasonably
requested by such person in connection  with (i) the  preparation of any Return,
(ii) the conduct of any Tax Contest,  (iii) any matter  relating to Taxes of any
shareholder  of COMSAT,  or (iv) any other  matter  that is the  subject of this
Agreement.  Such assistance shall include,  without  limitation:  (i) the prompt
provision  of  books,  records,  Returns,  documentation  or  other  information
relating to any relevant Return;  (ii) the execution of any document that may be
necessary or reasonably  helpful in connection with the filing of any Return, or
in connection with any Tax Contest, including, without limitation, the execution
of powers of attorney and extensions of applicable statutes of limitations;  and
(iii)  the  use  of  reasonable  efforts  to  obtain  any  documentation  from a
governmental  authority  or a third party that may be  necessary  or  reasonably
helpful in connection  with the  foregoing.  Each party shall make its employees
and  facilities  available on a mutually  convenient  basis to  facilitate  such
cooperation.

      2.  COMSAT and each other  member of the COMSAT  Consolidated  Group,  and
Ascent and each other member of the Ascent  Consolidated  Group, shall retain or
cause to be retained all Returns,  schedules  and  workpapers,  and all material
records or other documents relating thereto, until the expiration of the statute
of limitations (including any waivers or extensions thereof) with respect to the
Taxable  periods to which such Returns and other  documents  relate or until the
expiration of any  additional  period that either COMSAT or Ascent,  as the case
may  be,  may  reasonably  request  in  writing  with  respect  to  specifically
designated material records or documents. If COMSAT or Ascent intends to destroy
any material and relevant records or documents, it shall provide the other party
with  advance  notice and the  opportunity  to copy or take  possession  of such
records or  documents.  The parties  hereto will notify each other in writing of
any waivers or  extensions of the  applicable  statute of  limitations  that may
affect the period for which the foregoing records or documents must be retained.

                                    ARTICLE X

                               PARTNERSHIPS, ETC.

      In the case of any partnership, limited liability company, or other Person
that is not treated as a corporation under the Code and for that reason is not a
member of the COMSAT Consolidated Group or the Ascent Consolidated Group:

      1.  Responsibility  for filing the  Returns  and  payment of Taxes of such
Person under Articles II, III, and V of this Agreement shall be determined as if
such Person were a corporation.

      2. Such Person shall, for other purposes of this Agreement,  be treated as
a member of the Combined  Consolidated  Group, the COMSAT Consolidated Group, or
the Ascent Consolidated  Group, as appropriate,  if it would be so treated if it
were a corporation.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

      1.  COMSAT and Ascent  agree that any  information  furnished  one another
pursuant to this Agreement is  confidential  and,  except as, and to the extent,
required  during the course of an audit or litigation  or otherwise  required by
law, shall not be disclosed to another person or entity.

      2. This  Agreement  shall be binding  upon and inure to the benefit of any
successor to any of the parties, by merger,  acquisition of assets or otherwise,
to the  same  extent  as if the  successor  had been an  original  party to this
Agreement.

      3. This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of Maryland  without  giving  effect to  conflicts  of law
principles thereof.

      4. Each of the  parties  hereto  shall cause to be  performed,  and hereby
guarantees the performance of, all actions, agreements and obligations set forth
herein to be performed by any Affiliate of such party;  provided,  however, that
for purposes of the  foregoing,  no Person shall be considered an Affiliate of a
party if such Person is a member of another party's Group.

      5. This Agreement may be amended from time to time by agreement in writing
executed by all the parties  hereto or all of the  parties  then bound  thereby.
This  Agreement  constitutes  the entire  agreement  with respect to the subject
matter  hereof and  supersedes  all prior written and oral  understandings  with
respect thereto.

      6. Any notice,  request or other communication required or permitted under
this Agreement shall be in writing and shall be sufficiently given if personally
delivered or if sent by facsimile or by  registered or certified  mail,  postage
prepaid, addressed as follows:

            COMSAT:

            COMSAT Corporation
            6560 Rock Spring Drive
            Bethesda, Maryland  20817
            Attention:  Allen E. Flower
                        Vice President and Chief Financial Officer
            Telecopy No.:  (301) 214-7131

            With a copy (which shall not constitute notice) to:

            Warren Y. Zeger
            Vice President, General Counsel and Secretary
            COMSAT Corporation
            6560 Rock Spring Drive
            Bethesda, Maryland  20817
            Telecopy No.:  (301) 214-7128

and

            Ascent:

            Ascent Entertainment Group, Inc.
            One Tabor Center, Suite 2800
            1200 17th Street
            Denver, Colorado  80202
            Attention:  James A. Cronin, III
                        Chief Operating Officer
                        and Executive Vice President, Finance
            Telecopy No.: (303) 595-0823

            With a copy (which shall not constitute notice) to:

            Arthur M. Aaron
            Vice President, Business and Legal Affairs and Secretary
            Ascent Entertainment Group, Inc.
            One Tabor Center, Suite 2800
            1200 17th Street
            Denver, Colorado  80202
            Telecopy No.:  (303) 595-0127

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance with this Section 7.

      7. In case any one or more of the  provisions  contained in this Agreement
should be invalid, illegal or unenforceable, the enforceability of the remaining
provisions  hereof shall not in any way be affected or impaired  thereby.  It is
hereby  stipulated  and  declared to be the  intention  of the parties that they
would have executed the remaining terms, provisions,  covenants and restrictions
hereof without including any terms, provisions,  covenants and restrictions that
may hereafter be declared invalid, void or unenforceable.  In the event that any
such term,  provision,  covenant or restriction is hereafter held to be invalid,
void or  unenforceable,  the parties  hereto  agree to use their best efforts to
find and employ an alternate means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction.

      8.  Neither the  failure nor any delay on the part of any party  hereto to
exercise any right under this Agreement shall operate as a waiver  thereof,  nor
shall any single or partial  exercise of any right preclude any other or further
exercise of the same or any other right,  nor shall any waiver of any right with
respect to any occurrence be construed as a waiver of such right with respect to
any other occurrence.

      9. This  Agreement  is  solely  for the  benefit  of the  parties  to this
Agreement  and their  respective  Affiliates  and should not be deemed to confer
upon third parties any remedy, claim, liability,  reimbursement, claim of action
or other right in excess of those existing without this Agreement.

      10. This  Agreement  may be executed in any number of  counterparts,  each
such  counterpart  being  deemed to be an original  instrument,  and all of such
counterparts shall together constitute one and the same instrument.  The section
numbers and  captions  herein are for  convenience  of  reference  only,  do not
constitute  part of this Agreement and shall not be deemed to limit or otherwise
affect any of the provisions hereof.

      11.  Nothing in this  Agreement is intended to change or otherwise  affect
any  previous tax  election  made by or on behalf of the  Combined  Consolidated
Group  (including  the election with respect to the  calculation of earnings and
profits under Code Section 1552 and the regulations thereunder).

      12.  Subject to the  provisions  hereof,  the parties  hereto  shall make,
execute,  acknowledge and deliver such other instruments and documents, and take
all such other actions, as may be reasonably required in order to effectuate the
purposes of this  Agreement  and to  consummate  the  transactions  contemplated
hereby.  Subject to the provisions hereof,  each party shall, in connection with
entering into this Agreement,  performing its  obligations  hereunder and taking
any  and  all  actions  relating  hereto,   comply  with  all  applicable  laws,
regulations,  orders and decrees, obtain all required consents and approvals and
make all required  filings with any  governmental  agency,  other  regulatory or
administrative agency,  commission or similar authority and promptly provide the
other party with all such  information as it may reasonably  request in order to
be able to comply with the provisions of this sentence.

      13.   Any ambiguities shall be resolved without regard to which party
drafted the Agreement.


                                   ARTICLE XII

                                 EFFECTIVE DATE

      1. This Agreement shall become effective as of the Distribution  Date, and
shall not become effective if the Distribution does not take place. In the event
the Distribution  does not take place, the Tax Sharing  Agreement shall continue
with the same force and effect it would have had if this  Agreement had not been
entered into.

      2. If the Distribution takes place, this Agreement shall supersede the Tax
Sharing Agreement.  This Agreement shall terminate and be of no further force or
effect  only upon the  expiration  of all  applicable  statutes  of  limitations
relating to Taxes that are the subject of a reimbursement,  indemnification,  or
other payment obligation hereunder;  provided, however, that the confidentiality
provisions of Article XI, section 1 shall survive indefinitely.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed by their authorized representatives.

                                    COMSAT CORPORATION



                                    By:  /s/ Allen E. Flower
                                    Allen E. Flower
                                    Vice President and Chief Financial Officer


                                    ASCENT ENTERTAINMENT GROUP, INC.



                                    By:  /s/ James A. Cronin, III
                                    James A. Cronin, III
                                    Chief Operating Officer
                                    and Executive Vice President, Finance



1388397



<PAGE>


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                                                                      EXHIBIT 20
ASCENT

                         ASCENT SPIN-OFF SET FOR JUNE 27

For Immediate Release:
Friday, June 13, 1997

Contact:    Paul Jacobson
            Ascent Entertainment
            (303) 626-7060

Denver, Co. - Ascent Entertainment Group, Inc.  (NASDAQ:GOAL)  President and CEO
Charlie  Lyons said today Ascent  wholeheartedly  supports the  announcement  by
COMSAT  Corporation  (NYSE:CQ)  that it will  complete the spin-off of its 80.67
percent ownership interest in Ascent to COMSAT shareholders on June 27, 1997.

"We strongly  endorse this action," said Lyons.  "The spin-off will allow Ascent
to operate as a separate Colorado-based media and entertainment company pursuing
a strategy of distribution,  content creation and exclusive franchise management
that  is  a  time-tested   formula  for  building   shareholder   value  in  the
entertainment  industry. As a management team, we will now work hard to see that
the spin-off is executed  properly.  There's no doubt that Ascent and COMSAT are
different companies in different  industries,  It's better for both if they each
go their separate ways."

COMSAT's  Board of  Directors  yesterday  declared a special  dividend to COMSAT
shareholders  and  established  June  19,  1997  as  the  record  date  for  the
distribution.  The distribution of Ascent stock will be made on a pro-rata basis
with COMSAT shareholders receiving  approximately one-half share of Ascent stock
for each share of COMSAT stock held on the record  date.  COMSAT owns 24 million
of Ascent's 29.8 million shares.

Ascent Entertainment Group's principal business is providing video entertainment
and information through its majority-owned On Command Corporation (NASDAQ:ONCO).
Ascent owns and operates additional entertainment-related  businesses, including
the NHL Colorado  Avalanche,  NBA Denver  Nuggets and Beacon  Communications,  a
motion picture and television production company.


                                    # # #

For a menu of Ascent  Entertainment  Group's news  releases  available by fax 24
hours (no charge) or to retrieve a specific release, please call 1-800-758-5804,
ext. 152850, or access the address http://www.prnewswire.com on the internet.
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 209771}]
{"company-data": {"conformed-name": "ASCENT ENTERTAINMENT GROUP INC", "cik": "0001002666", "assigned-sic": "4841", "irs-number": "521930707", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27192", "film-number": "97626348"}, "business-address": {"street1": "1200 SEVENTEENTH STREET", "street2": "SUITE 2800", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "(303)626-7000"}, "mail-address": {"street1": "1200 SEVENTEENTH ST", "street2": "SUITE 2800", "city": "DENVER", "state": "CO", "zip": "80202"}, "former-company": {"former-conformed-name": "COMSAT ENTERTAINMENT GROUP INC", "date-changed": "19951025"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date   of   report    (Date   of   earliest    event    reported):    June   3,
1997

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

   Delaware                         0-27192              52-1930707
(State or other jurisdiction of           (Commission       (I.R.S. Employer
incorporation or organization)     File No.)          Identification No.)

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

                                (303) 626-7000
             (Registrant's telephone number, including area code)
Item 5.     Other Events

On June 13, 1997, Ascent  Entertainment  Group,  Inc.  ("Ascent") issued a press
release  reporting on the  announcement  by COMSAT  Corporation  ("COMSAT") that
COMSAT  would  complete its  distribution  of its 80.67%  ownership  interest in
Ascent   to   COMSAT's   shareholders   through   a   tax-free   dividend   (the
"Distribution"). COMSAT further stated that it had declared the special dividend
to its  shareholders on June 12, 1997 and had  established  June 19, 1997 as the
record date and June 27, 1997 as the distribution date for the dividend.  A copy
of the Ascent release is attached hereto as Exhibit 20 and  incorporated  herein
by reference.

In connection with the Distribution,  on June 3, 1997, Ascent and COMSAT entered
into a Distribution  Agreement and a Tax Disaffiliation  Agreement governing the
Distribution  and certain  relationships  between the  companies  following  the
Distribution. A copy of the Distribution Agreement is attached hereto as Exhibit
10(a)  and a copy of the Tax  Disaffiliation  Agreement  is  attached  hereto as
Exhibit 10(b) and each is incorporated herein by reference.

Item 7.     Financial Statements and Exhibits

       (c)  Exhibits  (listed  according  to the  number  assigned  in Item 601
of Regulation S-K)

       Exhibit No.                                   Description

      10(a)                             Distribution Agreement between
                                        Ascent and COMSAT dated June 3, 1997

      10(b)                             Tax Disaffiliation Agreement between
                                        Ascent and COMSAT dated June 3, 1997

      20                                Press Release by Ascent dated
                                        June 13, 1997
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 hereunto duly authorized.

                        Ascent Entertainment Group, Inc.

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

Date: June 19, 1997
EXHIBIT 10(a)

                             DISTRIBUTION AGREEMENT

      THIS DISTRIBUTION  AGREEMENT (this "Agreement") is entered into as of this
3rd day of June, 1997, by and between COMSAT Corporation ("COMSAT"),  a District
of Columbia  corporation,  and Ascent Entertainment  Group, Inc.  ("Ascent"),  a
Delaware corporation.

                                    RECITALS

      A. The COMSAT Board of Directors has determined that it is appropriate and
desirable to distribute,  subject to certain conditions,  to the shareholders of
COMSAT on a pro rata basis all of COMSAT's  interest in Ascent's  common  stock,
par value $0.01 per share ("Ascent Common Stock") on the  Distribution  Date, as
defined below (the "Distribution").

      B. The  Distribution  is  intended to qualify as a tax-free  spin-off  
under Section 355 of the Internal Revenue Code of 1986, as amended.

      C. The parties  hereto have  determined  that in order to  accomplish  the
objectives of the Distribution and to facilitate the consummation thereof, it is
necessary  and  desirable to  restructure  certain  intercompany  relationships,
allocate certain liabilities and provide indemnification, as set forth herein.

      D.  The  Ascent  Board  of  Directors,  upon  the  recommendation  of  the
disinterested directors of its Board of Directors (within the meaning of Section
144 of the Delaware General  Corporation Law), and the COMSAT Board of Directors
have approved this Agreement.

      NOW  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged,  COMSAT and Ascent, for themselves,
their successors and assigns, hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

      1.1 Definitions.  As used in this Agreement, the following terms will have
the following meanings,  applicable both to the singular and the plural forms of
the terms described.

      "Action" means any action, claim, suit, arbitration,  inquiry,  proceeding
or investigation by or before any court, any  governmental,  regulatory or other
administrative agency or commission or any arbitration tribunal.

      "Actual Tax Payment" has the meaning set forth in Section 4.04(d) hereof.

      "Affiliate"  shall have the meaning ascribed to such term under Rule 12b-2
of the General  Rules and  Regulations  of the SEC under the Exchange Act or any
successor rule thereto.

      "After-Tax Tax-Related Losses" means an amount that, after (i) subtraction
of the  aggregate  additional  taxes  incurred  or to be  incurred  by the party
indemnified  pursuant to Section  4.04 hereof as a result of the receipt of such
payment and (ii) addition of the tax benefit to the party  indemnified  pursuant
to Section  4.04 hereof of any  deductions  taken by such party on account  such
Tax-Related  Losses,  is  equal to the  amount  of the  correlative  Tax-Related
Losses.  The additional  taxes and the tax benefit  referred to in the preceding
sentence  shall be  determined  using the highest  statutory  marginal tax rates
applicable to the party indemnified pursuant to Section 4.04 hereof.

      "Agent"  means the  distribution  agent for the  Distribution  selected by
COMSAT, such selection to be reasonably acceptable to Ascent.

      "Aggregate  Spin-off  Tax  Liabilities"  means the sum of the Spin-off Tax
Liabilities with respect to each Taxing Jurisdiction.

      "ANS" means Ascent  Network  Services,  Inc., a  wholly-owned  subsidiary
of Ascent.

      "Appraisal"   means  the  appraisal  of  the  assets  of  Ascent  and  its
Subsidiaries by American Appraisal Associates made as of the Effective Time.

      "Ascent" means Ascent Entertainment Group, Inc.

      "Ascent  Books  and  Records"  means  the  books  and  records  (including
computerized  records) of the Ascent Entities and all books and records owned by
COMSAT  Entities  which are  necessary  to operate  the  business  of the Ascent
Entities including,  without limitation,  all such books and records relating to
Ascent Entity  employees,  original  corporate  minute books,  stock ledgers and
certificates and corporate seals, and all licenses, leases, agreements,  filings
relating to Ascent  Entities or the business of Ascent  Entities;  provided that
COMSAT shall have access to, and have the right to obtain  duplicate  copies of,
the Ascent Books and Records in accordance with the provisions of Article 5.

      "Ascent  Business"  means the  businesses  engaged in (i) prior to the IPO
Date by COMSAT which were (A)  contributed  to the Ascent  Entities on or before
the IPO Date and (B) owned by the Ascent  Entities as of the IPO Date,  and (ii)
on and after the IPO Date by the Ascent Entities.

      "Ascent Assets" means the assets used in the Ascent Business.

      "Ascent  Common  Stock" has the  meaning  set forth in the  recitals to
this Agreement.

      "Ascent  Covered  Person" means any Ascent Entity and each  individual who
served during the  applicable  policy  period prior to the  Effective  Time as a
director,  officer or other covered employee of such Ascent Entity, in each case
to the extent covered by a particular Insurance Policy.

     "Ascent Entities" means Ascent and its Subsidiaries.  "Ascent Entity" means
any of the Ascent Entities.

      "Ascent  Entity  Employee"  means any  employee  or former  employee of an
Ascent Entity;  provided,  however, that any former employee of an Ascent Entity
who is employed by a COMSAT Entity as of the Distribution shall not be deemed to
be an Ascent Entity Employee.

      "Best Efforts" means all reasonable efforts within the power of a party to
effect a given action,  but shall not be construed so as to require any party to
take any action  that would have a  material  adverse  consequence  to the party
responsible for performance of such action or make a material payment if neither
customarily nor proximately related to the performance of such action.

      "Business Day" means any day other than a Saturday,  a Sunday, or a day on
which banking  institutions  located in the State of Maryland are  authorized or
obligated by law or executive order to close.

      "Change of Control," as applied to COMSAT,  means (i) the  acquisition  by
any person (other than COMSAT or an employee  benefit plan  sponsored by COMSAT)
of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of 50%
of more of the outstanding  voting securities of COMSAT;  (ii) any change in the
composition of the COMSAT Board of Directors  such that the Incumbent  Directors
cease to constitute a majority of the Board;  (iii) approval by the shareholders
of a merger,  share exchange,  swap,  consolidation,  recapitalization  or other
business   combination   which,  if   consummated,   would  result  in  COMSAT's
shareholders  holding less than 60% of the combined voting power of COMSAT,  the
surviving  entity  or its  parent  (as  applicable);  or  (iv)  approval  by the
shareholders of the sale of all or substantially  all of COMSAT's assets,  other
than to an entity 60% of the combined voting power of which would then be owned,
directly or indirectly, by COMSAT's shareholders.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Control" means the possession, direct or indirect, of the power to direct
or cause the  direction  of the  management  and  policies of a Person,  whether
through the ownership of voting securities, by contract, or otherwise.

      "COMSAT" means COMSAT Corporation.

      "COMSAT Assets" means the assets used in the COMSAT Business.

      "COMSAT  Books  and  Records"  means  the  books  and  records  (including
computerized  records) of the COMSAT Entities and all books and records owned by
Ascent  Entities  which are  necessary  to operate  the  business  of the COMSAT
Entities including,  without limitation,  all such books and records relating to
COMSAT Entity  employees,  original  corporate  minute books,  stock ledgers and
certificates and corporate seals, and all licenses, leases, agreements,  filings
relating  to  COMSAT  Entities  or the  business  of  COMSAT  Entities  (but not
including the Ascent Books and Records).

      "COMSAT  Business" means the business  engaged in by COMSAT other than the
Ascent Business.

      "COMSAT Common Stock" means the common stock, no par value, of COMSAT.

     "COMSAT   Entities"   means  COMSAT  and  its   Subsidiaries   (other  than
Subsidiaries that constitute Ascent Entities). "COMSAT Entity" shall mean any of
the COMSAT Entities.

      "Consents"  means  consents,   notices,  waivers,   regulatory  approvals,
filings, amendments, permits, qualifications,  transfers or other assignments of
any kind.

      "Corporate  Agreement"  means the Corporate  Agreement  between COMSAT and
Ascent entered into as of December 18, 1995.

      "Deemed Tax Payment" has the meaning set forth in Section 4.04(d) hereof.

      "DGCL" means the General  Corporation Law of the State of Delaware,  as in
effect on the date hereof and as the same may  hereafter be amended from time to
time.

      "Distribution"   has  the  meaning  set  forth  in  the   recitals  to
this Agreement.

      "Distribution  Date"  means the date  determined  by the  COMSAT  Board of
Directors on which the  Distribution  will be effected in accordance  with,  and
subject to, the terms and conditions specified in this Agreement.

      "Distribution  Taxable  Year"  means  COMSAT's  taxable  year in which the
Distribution occurs.

      "Effective Time" means 5:00 p.m., local time in Bethesda, Maryland, on the
Distribution  Date or such other time on the Distribution Date as COMSAT's Board
of Directors, in its discretion, may establish.

      "Equity  Securities" means any stock or other equity securities treated as
stock for tax purposes, or options,  warrants,  rights, convertible debt, or any
other  instrument  or  security  that  affords  any Person  the  right,  whether
conditional or otherwise, to acquire stock.

      "Fifty-Percent  or Greater  Interest" has the meaning  provided in section
355(d)(4) of the Code,  provided that the aggregation rules of section 355(d)(7)
of the Code shall apply for this  purpose,  and further  provided  that  section
318(a)(2)  of the Code shall apply but without  regard to the phrase "50 percent
or more in value" in section 318(a)(2)(C). Notwithstanding the foregoing, if (i)
a Person acquires stock in Ascent by reason of holding stock in COMSAT, and (ii)
such  Person did not  acquire  stock in COMSAT  pursuant to a plan (or series of
related transactions)  pursuant to which such Person acquired stock representing
a  Fifty-Percent  or Greater  Interest in COMSAT,  Ascent,  or any  successor to
either COMSAT or Ascent,  the  acquisition in clause (i) shall not be taken into
account for purposes of determining whether a Person acquired stock representing
a  Fifty-Percent  or Greater  Interest in COMSAT,  Ascent,  or any  successor to
either COMSAT or Ascent.

      "Final Determination" means (i) a final resolution of liability for tax by
IRS  Form  870 or  870-AD  (or any  successor  forms  thereto),  on the  date of
acceptance by or on behalf of the IRS, or by a comparable form under the laws of
other  jurisdictions,  except that a Form 870 or 870-AD or comparable  form that
reserves (whether by its terms or by operation of law) the right of the taxpayer
to file a claim for refund and/or the right of the Taxing  Authority to assert a
further deficiency shall not constitute a Final Determination;  (ii) a decision,
judgment,  decree,  or other order by any court of competent  jurisdiction  with
respect to which the period of time for filing an appeal has lapsed  without any
such appeal being taken on any issue pertaining to any Spin-off Tax Liabilities,
(iii)  a  closing  agreement  under  section  7121  of  the  Code  or a  similar
enforceable agreement under state or local law, (iv) a decision by the Secretary
of the  Treasury  of the United  States or similar  official of a state or local
government or governmental  unit to refund any Spin-off Tax  Liabilities,  which
decision may not be revoked, reversed,  overturned or modified, or (v) a binding
settlement agreement entered into with the Taxing Authority.

      "Incumbent Directors" means the directors of COMSAT as of the date of this
Agreement;  provided,  however,  any individual  whose nomination or election is
approved by a vote of  three-fourths  of the then  Incumbent  Directors,  or any
person appointed by the President of the United States, shall be deemed to be an
Incumbent Director.

      "Information" has the meaning ascribed in Section 5.02 of this Agreement.

      "Insurance Policies" means,  collectively,  each insurance policy or other
form of insurance  coverage  maintained or provided by COMSAT for the benefit of
an Ascent Entity,  director,  officer or employee  prior to the Effective  Time,
together with all  amendments,  endorsements  and waivers  thereto or additional
policies or other forms of insurance  maintained or provided by COMSAT  pursuant
to the Intercompany Services Agreement.

      "Intercompany  Receivable  Account"  means the  account  for  intercompany
receivables established pursuant to Section 5.5 of the Corporate Agreement.

      "Intercompany   Services   Agreement"  means  the  Intercompany   Services
Agreement between COMSAT and Ascent entered into as of December 18, 1995.

      "IPO" means the initial public offering of Ascent Common Stock.

      "IRS" means the Internal Revenue Service.

      "Losses"  means  any  and  all  losses,   liabilities,   claims,  damages,
obligations,  payments,  costs and expenses,  matured or unmatured,  absolute or
contingent, accrued or unaccrued,  liquidated or unliquidated,  known or unknown
(including,  without limitation,  the costs and expenses of any and all Actions,
threatened Actions, demands, assessments, judgments, settlements and compromises
relating  thereto  and  attorneys'  fees  and any and  all  expenses  whatsoever
reasonably  incurred in  investigating,  preparing or defending against any such
Actions or threatened Actions).

      "Network Services  Business" means the trade or business  conducted by ANS
prior to its merger with and into Ascent,  and  thereafter  conducted by Ascent,
providing satellite network distribution support services,  including nationwide
installation, field service, and maintenance support.

      "Notice Date" with respect to  Subsequent  Tax  Legislation  or Regulation
means the  earliest of (i) the date such  legislation  or  materially  identical
legislation   is   introduced   as  a  bill  in  the  United   States  House  of
Representatives or the United States Senate,  (ii) the date any amendment to any
bill incorporating  such legislation is approved by the congressional  committee
having  jurisdiction  or by the United  States House of  Representatives  or the
United States Senate,  (iii) the date any written  proposal  incorporating  such
legislation  is  transmitted  by the President of the United States to Congress,
(iv) the date any written  proposal  either by the Chairman of the United States
House of Representatives  Ways and Means Committee or the Chairman of the United
States Senate Finance Committee  incorporating  such legislation is published in
the Bureau of National Affairs' "Daily Tax Report," or any successor publication
or (v) the  date  such  regulation  is  published  in the  Federal  Register  as
proposed, temporary or final Treasury Regulations.

      "OCC" means On Command Corporation.

      "Person" means an  individual,  partnership,  joint venture,  corporation,
limited liability company, trust, unincorporated association,  any other entity,
or a government or any department or agency or other unit thereof.

      "Privileges"  means all privileges  that may be asserted under  applicable
law including,  without limitation,  privileges arising under or relating to the
attorney-client  relationship  (including but not limited to the attorney-client
and work product privileges),  the accountant-client  privilege,  and privileges
relating to internal evaluation processes.

      "Privileged  Information"  means all  information  as to which any  COMSAT
Entity or Ascent Entity is entitled to assert the protection of a Privilege.

      "Qualified  Tax  Counsel"  means  independent  tax  counsel of  recognized
national  standing  which  is  reasonably  acceptable  to  COMSAT  and  has  not
previously  been engaged by an Ascent Entity (other than in connection  with the
transaction for which an Unqualified Tax Opinion is requested).

      "Record  Date" means the close of business on the date  determined  by the
COMSAT Board of Directors as the record date for the Distribution.

      "Releases" has the meaning ascribed thereto in Section 2.02(d).

      "Representation  Date" means any date on which  Ascent or COMSAT makes any
representation  to the IRS, to COMSAT or Ascent, or to Qualified Tax Counsel for
the  purpose  of (i)  obtaining  a  Subsequent  Ruling,  (ii) any  determination
pursuant to Section 4.02(h)(ii), or (iii) obtaining an Unqualified Tax Opinion.

      "Restriction  Period"  means the period  beginning  on the date hereof and
ending on the two-year anniversary of the Effective Time.

     "Ruling" means the private letter ruling,  dated May 12, 1997,  received by
COMSAT from the IRS.

      "Ruling Documents" means the request for a ruling under section 355 of the
Code,  dated  January 15,  1997,  submitted  on behalf of COMSAT to the IRS, the
exhibits thereto, and the additional materials,  dated April 21, 1997 and May 5,
1997, submitted on behalf of COMSAT, and the Ruling.

      "Ruling Request Exhibit A" means Exhibit A to the January 15, 1997, letter
referred to in the definition of Ruling Documents.

      "SEC" means the United States Securities and Exchange Commission.

      "SEC No-Action Letter" has the meaning set forth in Section 2.02.

     "Securities  Act" means the  Securities  Act of 1933,  as  amended,  or any
successor statute.

     "Special  Dividend"  has the meaning  set forth in Section  2.03(a) of this
Agreement.

      "Spin-off Tax Liabilities," with respect to any Taxing Jurisdiction, means
the sum of (i) the product of (x) the additional  corporate-level gain or income
recognized  with  respect to the  failure  of the  Distribution  to qualify  for
Tax-Free Status under the income tax law of such Taxing Jurisdiction pursuant to
any settlement, final determination,  judgment, assessment,  proposed adjustment
or  otherwise  and (y) the  Taxing  Jurisdiction's  highest  marginal  tax  rate
applicable  to the taxable  income of  corporations  on income of the  character
subject to tax and indemnified against under Section 4.04, (ii) interest on such
amount calculated pursuant to such Taxing Jurisdiction's laws regarding interest
on tax  liabilities at the highest  underpayment  rate for  corporations in such
Taxing  Jurisdiction from the date such additional gain or income was recognized
until full payment with respect thereto is made pursuant to Section 4.04 hereof,
and (iii) any penalties actually paid to such Taxing Jurisdiction that would not
have  been  paid  if such  Taxing  Jurisdiction  agreed  that  the  Distribution
qualified for Tax-Free Status.

      "Subsequent  Ruling"  means a  ruling  from  the IRS  confirming  that the
consummation  of a  transaction  or existence of a condition  subsequent  to the
Distribution will not result in loss of Tax-Free Status.

      "Subsequent  Tax  Legislation or Regulation"  means any bill introduced in
the United  States House of  Representatives  or the United  States  Senate that
amends the Internal Revenue Code, or any amendment to any such bill; any written
proposal to amend the Internal  Revenue Code that is officially  recommended  by
the President of the United States;  any written  proposal to amend the Internal
Revenue Code that is made available to the general public either by the Chairman
of the United States House of  Representatives  Ways and Means  Committee or the
Chairman  of the  United  States  Senate  Finance  Committee;  or any  proposed,
temporary or final Treasury Regulation;  provided,  however,  that no such bill,
amendment,  proposal,  or regulation shall constitute Subsequent Tax Legislation
or  Regulation  unless the  Notice  Date of such bill,  amendment,  proposal  or
regulation is subsequent to the date of this Agreement.

      "Subsidiary" means, with respect to any specified Person, any corporation,
limited liability company,  limited  partnership,  general  partnership or other
legal entity of which such person or any of its  Subsidiaries  Controls or owns,
directly or indirectly,  more than 50% (without regard to dilution) of the stock
or other  equity  interest  entitled  to vote on the  election of members to the
board of directors or similar governing body, and with respect to Ascent,  shall
include OCC.

      "Tax Disaffiliation  Agreement" means the Tax Disaffiliation  Agreement as
set forth in Appendix B.

      "Tax-Free  Status" means the  qualification  of the  Distribution (i) as a
transaction described in section 355(a)(1) of the Code, (ii) as a transaction in
which the stock  distributed  thereby is  qualified  property  for  purposes  of
section  355(c)(2)  of the Code,  and  (iii) as a  transaction  in which  COMSAT
recognizes  no income  or gain  other  than  intercompany  items or excess  loss
accounts  taken into account  pursuant to the Treasury  Regulations  promulgated
pursuant to section 1502 of the Code.

      "Tax-Related Losses" means

            (i) the Aggregate Spin-off Tax Liabilities,

            (ii) all accounting,  legal and other  professional  fees, and court
            costs   incurred   in   connection   with  any   settlement,   final
            determination,  judgment or other determination with respect to such
            Aggregate Spin-off Tax Liabilities, and

            (iii) all costs,  expenses and damages  associated with  stockholder
            litigation or controversies  and any amount paid by COMSAT or Ascent
            in  respect  of the  liability  of  shareholders,  whether  paid  to
            shareholders or to the IRS or any other taxing authority  payable by
            COMSAT  or  Ascent  or their  respective  affiliates,  in each  case
            resulting from the absence of Tax-Free Status for the Distribution.

      "Taxing  Jurisdiction"  means the United States and every other government
or governmental unit having jurisdiction to tax COMSAT or Ascent.

      "Tax Sharing Agreement" means the Tax Sharing Agreement between COMSAT and
Ascent entered into as of December 18, 1995.

      "Treasury   Regulations"   means  the  temporary  and  final   regulations
promulgated  under  the Code in  effect  on the date of this  Agreement  and the
corresponding  sections  of any  regulations  subsequently  issued that amend or
supersede such regulations.

      "Unqualified Tax Opinion" means an unqualified "will" opinion of Qualified
Tax  Counsel  on  which  COMSAT  may  rely,  in form  and  substance  reasonably
acceptable  to COMSAT  (and in  determining  whether an  opinion  is  reasonably
acceptable, COMSAT may consider, among other factors, the appropriateness of any
underlying  assumptions and management's  representations if used as a basis for
the  opinion)  to  the  effect  that  a  transaction  will  not  disqualify  the
Distribution  from Tax-Free Status,  assuming that the  Distribution  would have
qualified for Tax-Free Status if such  transaction  did not occur.  Such opinion
shall be obtained at the expense of Ascent.

     1.2.  Internal   References.   Unless  the  context  indicates   otherwise,
references to Articles, Sections and paragraphs shall refer to the corresponding
articles,  sections and  paragraphs  in this  Agreement  and  references  to the
parties shall mean the parties to this Agreement.

                                   ARTICLE II
                                THE DISTRIBUTION

      2.01 The  Distribution.  Subject to Section  2.03 and 2.04  hereof,  on or
prior to the Distribution Date, COMSAT will deliver to the Agent for the benefit
of the holders of record of COMSAT  Common  Stock on the Record  Date,  a single
stock  certificate,  endorsed by COMSAT in blank,  representing  all of the then
outstanding  shares of Ascent Common Stock owned by COMSAT,  and shall cause the
transfer  agent for Ascent  Common Stock to instruct the Agent to  distribute on
the Distribution Date the appropriate  number of such shares of Ascent to Common
Stock to each holder or  designated  transferee or  transferees  of such holder.
Subject to Section  2.05,  each holder of COMSAT  Common  Stock as of the Record
Date  shall  receive a number of shares  of  Ascent  Common  Stock  equal to the
product of the number of shares of COMSAT Common Stock held by such  shareholder
on the Record Date  multiplied  by a  fraction,  the  numerator  of which is the
number of shares of Ascent  Common Stock held by COMSAT and the  denominator  of
which is the  number  of shares of COMSAT  Common  Stock  outstanding  as of the
Record Date.  The  Distribution  shall be effective  as of the  Effective  Time.
Ascent  and  COMSAT,  as the case may be,  will  provide  to the Agent all share
certificates and any information required in order to complete the Distribution.

      Section 2.02 Cooperation Prior to the Distribution.  (a) COMSAT and Ascent
shall prepare,  and COMSAT shall mail,  prior to the  Distribution  Date, to the
holders of COMSAT Common  Stock,  an  information  statement  (the  "Information
Statement"), which shall set forth appropriate disclosure concerning Ascent, the
Distribution and other matters. COMSAT shall prepare and file, at its expense, a
request for no action advice from the SEC (the "SEC No-Action  Letter")  seeking
staff  confirmation:  (i) that  registration  of the Ascent  Common  Stock to be
issued in the  Distribution is not required under the Securities Act, or (ii) in
the alternative, that the staff will not recommend any enforcement action to the
SEC in the event that the Ascent  Common Stock to be issued in the  Distribution
is not so registered.  COMSAT shall use its Best Efforts to obtain all necessary
clearances from the SEC as soon as practicable.

      (b) Ascent shall take all such action as shall be necessary or appropriate
to assure that the Ascent Common Stock to be issued in the Distribution has been
duly qualified,  registered,  or exempted therefrom under the securities or blue
sky laws of states, other political subdivisions of the United States or foreign
jurisdictions  in  which  COMSAT  shareholders  reside  as of the  Record  Date,
including making any necessary  filings,  notices or paying any applicable fees.
COMSAT shall  cooperate  with Ascent in such effort;  provided that Ascent shall
pay all fees and expenses in connection with the foregoing. Ascent shall use its
Best Efforts to obtain all such clearances as soon as practicable.

      (c) COMSAT and Ascent shall use their respective Best Efforts to cause the
conditions  set forth in Section 2.03 and 2.04 to be satisfied and to effect the
Distribution on the Distribution Date.

      (d) As soon as  practical  and,  in any event,  prior to the  Distribution
Date,  Ascent  and  COMSAT  shall  coordinate  to  determine  the  extent of any
obligations,  guaranties,  performance or surety bonds,  letters of assurance or
comfort,  or any other  liability of any COMSAT Entity relating to Ascent Entity
or the assets of any Ascent  Entity and vice  versa.  Ascent  shall use its Best
Efforts to obtain the release of all COMSAT Entities from all such  obligations,
guaranties,  bonds,  assurances or liabilities  prior to the Distribution  Date,
unless waived by COMSAT in its discretion (collectively, the "Releases").

      (e) Each of the parties hereto agrees that it will use its Best Efforts to
obtain,  prior to the  Distribution  Date, all Consents  required,  desirable or
appropriate to effect the Distribution. Schedule 2.02(e) sets forth a listing of
all material Consents which the parties hereto have determined as of the date of
this Agreement to be required,  desirable or appropriate in connection  with the
Distribution and which party shall have  responsibility  for obtaining each such
Consent prior to the Distribution Date.

      (f) COMSAT and Ascent shall consult and  cooperate  with one another prior
to the Distribution Date with regard to publicity relating to the Distribution.

      (g) Subject to Section  2.03 and 2.04,  COMSAT and Ascent  shall use their
respective Best Efforts to take, or cause to be taken,  all actions,  and to do,
or cause to be done, all things  necessary or desirable under applicable law, to
consummate the transactions contemplated under this Agreement; provided, that it
is expressly understood and agreed that COMSAT's Board of Directors reserves the
right in its sole  discretion to determine not to proceed with the  Distribution
at any time prior to the declaration of the Special Dividend.

      2.03  Mutual  Conditions  to  the  Distribution.  Each  of  the  following
conditions shall have been satisfied or waived by mutual agreement of COMSAT and
Ascent  (acting  through its Board of Directors upon the  recommendation  of the
disinterested   members  of  the  Ascent  Board  of  Directors)   prior  to  the
Distribution:

      (a) COMSAT's  Board of Directors  shall have given final  approval for the
Distribution  by  declaring a special  dividend  (the  "Special  Dividend")  and
establishment of the Record Date.

      (b) No  order,  injunction  or  decree  issued  by any  court or agency of
competent  jurisdiction or other legal  restraint or prohibition  preventing the
consummation of the Distribution shall be in effect.

      (c)  The Ruling shall not have been revoked or adversely modified.

      2.04  Conditions  to the  Distribution  Waivable  By  COMSAT.  Each of the
following  conditions  shall  have  been  satisfied  or  waived by COMSAT in its
discretion prior to the Distribution:

      (a) Ascent shall have delivered to COMSAT all Releases in accordance  with
Section 2.02(d) of this Agreement.

      (b) All Consents  contemplated  by Section 2.02(e) of this Agreement shall
have been received.

      (c) The  merger  of ANS  with and  into  Ascent,  with  Ascent  being  the
surviving corporation, shall have been consummated.

      (d) All sums due and payable,  including any applicable  accrued  interest
thereon,  by either party under the Intercompany  Receivable  Account shall have
been satisfied and settled in accordance with Section 3.05 of this Agreement.

      2.05 Fractional Shares. The parties agree that the Agent shall be directed
as soon as practical  after the  Distribution  Date to  determine  the number of
whole shares and  fractional  shares of Ascent  Common  Stock  allocable to each
holder of record of COMSAT  Common Stock as of the Record Date, to aggregate all
such  fractional  shares  and sell the whole  shares  obtained  thereby  at then
prevailing  prices  and to cause to be  distributed  to such  holder  to which a
fractional  share shall be allocable such holder's ratable share of the proceeds
of such sale, after making  appropriate  deductions of the amount required to be
withheld for federal income  purposes and after deducting an amount equal to all
brokerage  charges,  commissions  and transfer  taxes  attributed  to such sale.
COMSAT and the Agent shall use their  respective  Best Efforts to aggregate  the
shares of Ascent Common Stock that may be held by any  beneficial  owner thereof
through more than one account in  determining  the number of  fractional  shares
allocable to such beneficial owner.

                                   ARTICLE III
                              INTERCOMPANY MATTERS

      3.01 Corporate Agreement;  Intercompany Services Agreement and Tax Sharing
Agreement.  The  Corporate  Agreement  is hereby  amended,  effective  as of the
Effective  Time,  to remove  Articles  II through  IV,  Sections  5.1 and 5.2 of
Article V thereof and all definitions contained in Article I which are exclusive
to those  provisions.  Appendix A to the Corporate  Agreement is hereby amended,
effective as of the  Effective  Time, to read as set forth in Appendix A to this
Agreement.  The remaining  provisions of the Corporate Agreement shall remain in
full force and effect. The Intercompany Services Agreement shall terminate as of
the  Effective  Time of the  Distribution.  The Tax Sharing  Agreement  shall be
superseded as of the Effective Time by the Tax  Disaffiliation  Agreement as set
forth in Appendix B hereto.

      3.02  Directors.  Allen E.  Flower,  Vice  President  and Chief  Financial
Officer of COMSAT,  and Alan G. Korobov,  Controller of COMSAT,  shall resign as
directors of Ascent  effective as of the Effective Time.  Warren Y. Zeger,  Vice
President,  General Counsel and Secretary of COMSAT,  shall resign as a director
of OCC effective as of the Effective Time. Vacancies on Ascent's and OCC's Board
of Directors  which exist on or prior to the  Distribution  shall be filled in a
manner consistent with Ascent's and OCC's existing certificates of incorporation
and by-laws.

      3.03  Employee Benefit Plans.

      (a) Ascent Option Plans.  Prior to the Distribution Date, Ascent shall use
its Best  Efforts to cause a  sufficient  number of  options  to acquire  Ascent
Common Stock to be canceled,  such that the shares of Ascent  Common Stock owned
by COMSAT shall constitute not less than 80.01% of the outstanding  Common Stock
of Ascent  immediately prior to the Distribution on a fully-diluted  basis after
giving  effect  to  the  exercise  of any  remaining  outstanding  options,  and
exchanged for stock  appreciation  rights on terms approved by Ascent's Board of
Directors.

      (b) COMSAT Benefit Plans. Ascent Entity Employees  participated in certain
of the employee benefit plans sponsored by COMSAT and administered by the COMSAT
Benefits  Department  prior to the IPO date and,  in the case of  certain  plans
described in Section 4 of the Intercompany Services Agreement, subsequent to the
IPO Date. The vesting of options,  restricted  stock awards and restricted stock
units under the COMSAT  Employee  Stock Option Plan and Key Employee Stock Plans
shall  continue as long as the  employee  holding  such rights  continues  to be
employed by an Ascent  Entity.  With respect to COMSAT options held by an Ascent
Entity Employee that have not fully vested on or before the  Distribution  Date,
such options  shall  terminate  90 days after the date that such options  become
fully vested.  With respect to COMSAT options held by an Ascent Entity  Employee
that have  fully  vested on or before  the  Distribution  Date,  subject  to the
approval of the  Compensation  Committee of COMSAT's  Board of  Directors,  such
options shall  terminate 90 days after the date that all of any such  employee's
options shall have become fully vested.  Ascent shall  reimburse  COMSAT for the
costs associated with the continued vesting,  exercise, or lapse of restrictions
related to the options,  restricted stock awards and restricted stock units held
by any  existing  or  former  employee  of any  Ascent  Entity  on and after the
Distribution Date (the "Benefit Extension  Costs"),  unless such costs have been
previously  reimbursed or paid to COMSAT by an Ascent  Entity.  Ascent agrees to
pay any  Benefit  Extension  Costs  within 10 business  days after  receipt of a
written invoice  therefor.  Any invoiced  balances that remain unpaid after such
date  shall  bear  interest  until paid in full at the rate set forth in Section
5.5(c) of the Corporate Agreement. To the extent not previously paid, any unpaid
Benefit  Extension  Costs,  together with any accrued interest  thereon,  may be
debited by COMSAT from any amounts owed to Ascent by COMSAT  pursuant to the Tax
Disaffiliation  Agreement.  To the extent applicable,  the eligibility of Ascent
Entity  Employees to  participate in the following  plans shall  terminate as of
Distribution  Date,  namely  COMSAT's:  Flexible  Benefits Plan,  Dependent Care
Spending Account Plan, Heath Care Spending Plan,  Short-Term Disability Plan and
Long-Term  Disability Plan. On or prior to the Distribution  Date,  Ascent shall
establish a deferred  compensation  plan, and all payment  obligations to Ascent
Entity  Employees for deferred  compensation  under COMSAT's  existing  deferred
compensation  plan, none of which  obligations shall be due and payable prior to
the  Distribution  Date,  shall  be  assumed  by  Ascent  on  or  prior  to  the
Distribution  Date, and Ascent shall be credited for all such amounts previously
contributed  by Ascent  toward  such  balances  in the  Intercompany  Receivable
Account  at  100%  of the  amounts  contributed  in  respect  of  Ascent  Entity
Employees.

      3.04  Insurance.

      (a)  Removal  from  Coverage   Under   Insurance   Policies.   COMSAT  has
historically  provided  insurance  coverage for Ascent through various Insurance
Policies maintained by COMSAT for the benefit of itself and its Subsidiaries for
general  liability,  directors  and officers  liability,  automobile  liability,
workers  compensation,  excess/umbrella  liability,  property and other types of
losses.  From and after the  Effective  Time,  Ascent  will be  responsible  for
obtaining and  maintaining  such  insurance  coverages as it deems  necessary or
appropriate  separately  from  the  COMSAT  Insurance  Policies.   COMSAT  shall
cooperate  with Ascent in Ascent's  efforts to obtaining  replacement  insurance
coverages from and after the Distribution Date.

      (b) Claims.  COMSAT and Ascent each agree that (i) COMSAT and Ascent shall
each have the right to present  claims to COMSAT's  insurers under the Insurance
Policies which include Ascent or the Ascent Covered  Persons as an insured,  and
(ii) COMSAT  shall  submit such  claims to COMSAT's  insurers on a timely  basis
(assuming  COMSAT is given all  information  required  to prepare and submit the
claim  sufficiently  in  advance  the date  required  for  submission  to permit
submission  on a timely  basis) or, if  possible  under the  relevant  insurance
policy,  COMSAT will cooperate with Ascent so as to permit Ascent to submit such
claims  directly to the insurers.  In either event,  the submitting  party shall
provide  the other party with copies of all such  written  notices of  insurance
claims  for  review and  afford  the other  party an  opportunity  to comment in
advance  of the  provision  of  such  written  notices  to  such  insurers.  The
submitting  party shall provide the other party with copies of all other written
communications  between the  submitting  party and the insurers  related to such
claims  Ascent  shall  reimburse  COMSAT for all  reasonable  costs which COMSAT
incurs in submitting or assisting with the submission of such claims (including,
but not limited to, allocated  compensation,  salary, overhead expense and legal
fees and  expenses).  To the extent that  losses by Ascent are not covered  such
insurers,  COMSAT will not have any obligation or liability to reimburse  Ascent
for such losses.  The parties  acknowledge  and agree that certain  policies are
written  on an  "occurrence"  basis  and may  provide  coverage  to  Ascent  for
incidents  occurring prior to the  Distribution  Date, even though the claim was
first made after the Distribution Date, and that other such policies are written
on a "claims  made" basis and that such  policies  may not  provide  coverage to
Ascent for  incidents  occurring  prior to the  Distribution  Date but which are
first reported after the Distribution Date.

      (c) Insured  Losses.  With  respect to any insured  losses  covered by the
Insurance  Policies,  COMSAT shall pay over to Ascent any insurance  proceeds it
receives on account claims for losses made by or on behalf of any Ascent Covered
Person,   net   of  the   amount   of  any   applicable   premium   adjustments,
retrospectively-rated  premium adjustments or other such costs which are paid or
reasonably  estimated by COMSAT to be paid by COMSAT in the  ordinary  course of
business  and  any  costs  incurred  by  COMSAT  in  collecting   such  proceeds
(including, but not limited to, allocated compensation, salary, overhead expense
and legal fees and expenses).  If COMSAT's estimate of such adjustments or other
costs proves to be too small or too great,  the difference  between the estimate
and the actual  adjustments and other costs shall be paid back to COMSAT or over
to  Ascent,  respectively,  within  one year  after the  initial  payment of the
insurance proceeds is made.

      (d)  Deductibles.  Responsibility  for deductible or self-insured  amounts
with  respect  to any  insurance  policy  provided  or  maintained  prior to the
Effective  Time as it relates to Ascent or any Ascent  Covered  Person  shall be
borne 100% by Ascent.  Notwithstanding  the foregoing,  if COMSAT and Ascent are
involved in the same claim,  COMSAT and Ascent shall negotiate in good faith the
fair  allocation of any  self-insurance  retention or other  deductible  payable
under the insurance  policy.  Such  allocation  shall be based upon all relevant
factors, including,  without limitation and as appropriate,  the relative number
of persons  affiliated  with COMSAT and Ascent that are  involved in such claim,
the  relative  claims and damages  asserted  against  each party,  each party or
persons  relative  contribution or fault,  the benefits derived by each party or
person  and the  nature of the  allegations  with  respect to each such party or
person.

      (e) Adjustment of Premiums Paid. If COMSAT  receives a refund or rebate of
any portion of the  insurance  premiums  previously  paid to COMSAT by Ascent in
respect of the  Insurance  Policies  as a result of Ascent  being  removed  from
coverage  under  any  Insurance  Policy  pursuant  to  Section  3.04(a)  of this
Agreement  after the  Effective  Time,  COMSAT  shall pay such amount to Ascent;
provided that no adjustment  shall be made for insurance  coverage that has been
terminated  for  which  the  premium  has  been  previously  paid in full and is
nonrefundable;  and provided,  further, that in calculating any such adjustment,
any increased  premium or other costs  associated  with a reduction in the total
policy  amount,  assets  covered,  persons  insured  or loss  of  volume-related
discounts  ("Breakage  Costs")  shall be  deducted  from the  amount  that would
otherwise be refunded.  If the Breakage  Costs  associated  with  termination of
Ascent's  participation  in all or any portion of the insurance by Ascent exceed
the amount of premiums that have been or would have been paid in respect of such
insurance  over the remaining  term of the affected  policy or policies,  Ascent
shall  reimburse  COMSAT for the  amount of any such  Breakage  Costs,  less the
amount of any premium  reductions  associated  with the  termination of Ascent's
participation  in the  insurance  coverage.  In the  event  that  there  are any
retroactive  premium  adjustments  under  the  Insurance  Policies  relating  to
coverage  prior to the  Distribution  Date,  in the case of an increase,  Ascent
shall pay to COMSAT or, in the case of a decrease,  COMSAT  shall pay to Ascent,
Ascent's pro rata share (based on the prior  relative  premium  payments made by
each party) of any such adjustment.

      (f) Access to Insurance Information. Upon the reasonable request of Ascent
from time to time  during  the  period in which  claims  are open or can be made
under any  Insurance  Policy,  (i) COMSAT shall  provide  Ascent with a true and
complete copy of each Insurance Policy and (ii) subject to Section 5.06,  COMSAT
shall provide Ascent with  reasonable  access to all applicable  risk management
data for the purpose of  obtaining  information  with  respect to any  insurance
claim  relating to any Ascent Covered  Person.  COMSAT shall provide Ascent with
reasonable   access  to  all  litigation   pleadings  and  other  documents  and
correspondence  relating to any Ascent  Covered  Person,  and copies  thereof as
reasonably requested by Ascent. COMSAT shall cause to be delivered to Ascent all
updates of the Ascent claims  histories as reasonably  requested by Ascent until
all claims are closed,  or until  earlier  notified  by Ascent.  Notwithstanding
Section 3.06, all reasonable  out-of-pocket costs and expenses  (including,  but
not limited to, allocated compensation,  salary, overhead expense and legal fees
and  expenses)  reasonably  incurred by COMSAT in  complying  with this  Section
3.04(f)  shall be reimbursed by COMSAT  promptly upon  presentation  of invoices
therefor.

      3.05  Intercompany  Receivables  and  Interest.  All sums due and payable,
including any applicable  accrued  interest  thereon,  by either party under the
Intercompany Receivable Account shall be paid and settled prior to the Effective
Time.

      3.06  Expenses.

      (a) General. Except as otherwise provided in this Agreement, the Corporate
Agreement,  Tax Disaffiliation Agreement or any written agreement between COMSAT
and Ascent,  all costs and expenses of any party hereto in  connection  with the
Distribution shall be paid by the party that incurs such costs and expenses.

      (b) The costs and expenses  associated with the printing and  distribution
of the Information Statement shall be borne by COMSAT.

      (c) All costs of printing and engraving stock certificates and fees of any
transfer agent engaged by Ascent, and all fees relating to listing Ascent Common
Stock for  quotation  on the Nasdaq  National  Market  System,  shall be paid by
Ascent.  The fees and  expenses  of the  Agent,  information  agents or  similar
consultants  engaged  by  Ascent  or COMSAT in  connection  with  effecting  the
Distribution  shall be paid by Ascent.  COMSAT  shall pay  Ascent  $75,000 to be
applied against such costs on the Distribution Date.

      (d) In the event that COMSAT does not consummate the Distribution  after a
Change of Control of COMSAT has occurred,  COMSAT shall reimburse Ascent for its
reasonable  documented  out-of-pocket  expenses directly incurred in negotiating
this  Agreement  or in  carrying  out the  actions  specifically  required to be
performed by Ascent hereunder.

      3.07   Indemnification.   Appendix  C  sets   forth  the   indemnification
obligations of the parties as to certain matters and is  incorporated  herein by
reference.

     3.08  Intellectual  Property.  The  parties  agree that  issues  related to
intellectual property shall be governed by Appendix D hereto.

      3.09 Dispute Resolution  Procedures.  Except as otherwise provided herein,
the parties agree to the following dispute resolution procedures with respect to
any disputes that arise under this Agreement,  the Tax Disaffiliation  Agreement
or the Corporate  Agreement.  COMSAT or any COMSAT Entity,  on the one hand, and
Ascent or any  Ascent  Entity,  on the other  hand,  shall  appoint  up to three
members from their managerial staffs to serve on a joint committee (the "Dispute
Resolution  Committee").  The Dispute Resolution  Committee shall meet at either
COMSAT's or Ascent's principal executive offices, or such other location as they
may mutually  agree,  whichever is more  appropriate in light of the issue to be
discussed, at such time as either may demand upon reasonable advance notice, for
the purpose of  resolving  any dispute  arising  under this  Agreement,  the Tax
Disaffiliation  Agreement  or the  Corporate  Agreement.  No dispute  under this
Agreement or the Tax Disaffiliation Agreement shall be the subject of any formal
legal  proceeding  between the parties  hereto  before being  considered  by the
Dispute Resolution  Committee.  If the Dispute Resolution Committee is unable to
resolve any dispute  submitted  to it by any party  hereto  within 15 days after
such submission,  the Dispute Resolution  Committee shall refer the issue to the
Chief Executive  Officer of COMSAT and Ascent for  resolution.  If such officers
are unable to resolve such dispute within 10 days after  referral,  either party
may then proceed to take any legal action available to it.  Notwithstanding  the
foregoing,  if any breach or  threatened  breach of this  Agreement  would cause
COMSAT or Ascent irreparable harm for which monetary damages either would not be
available or would be a insufficient  remedy,  such party may  immediately  seek
legal redress  without first  complying with the dispute  resolution  procedures
provided for in this Section 3.09.

      3.10 Further Assurances.  In addition to the actions specifically provided
for  elsewhere in this  Agreement,  each party hereto shall  cooperate  with the
other,  and execute and deliver,  or use its reasonable Best Efforts to cause to
be executed and delivered, all instruments, including instruments of conveyance,
assignment  and  transfer,  and to make all  filings  with,  and to  obtain  all
consents,  approvals  or  authorizations  of,  any  governmental  or  regulatory
authority or any other person under any permit, license, agreement, indenture or
other  instrument,  and take all such other actions as such party may reasonably
be  requested  to take by any other party  hereto from time to time,  consistent
with the terms of this  Agreement,  in order to effectuate  the  provisions  and
purposes of this Agreement and any transfers of assets and liabilities which may
be incident hereto.

                                   ARTICLE IV
                       TAX MATTERS RELATED TO DISTRIBUTION

      4.01  Representations Specific to Distribution Tax Matters.

      (a) Ascent  hereby  represents  and warrants  that (i) it has examined the
Ruling  Documents and (ii) to Ascent's best knowledge after due inquiry,  to the
extent  descriptive  of  Ascent  and its  Subsidiaries  or the  Ascent  Business
(including,  without limitation,  the representations in the Ruling Documents to
the extent that they relate to the plans, proposals, intentions, and policies of
Ascent and its Subsidiaries),  the facts presented and the representations  made
therein  are true and  correct,  except  to the  extent  that any such  facts or
representations:

            (A) set forth facts about  COMSAT and its  Subsidiaries  (other than
Ascent and its Subsidiaries), INTELSAT, or Inmarsat;

            (B) by their terms, express the opinions of the management of COMSAT
regarding the management,  operation or financial prospects or results of Ascent
and its Subsidiaries;

            (C) describe or  characterize  the views of investors or analysts in
the  investment  community  with  respect to  Ascent's  financial  prospects  or
results;

     (D)  describe or  characterize  the purposes of COMSAT  management  for the
Distribution;

            (E) describe or  characterize  events that  occurred  more than five
years before January 15, 1997;

            (F)  describe  or analyze  Federal  Communications  Commission  
rules, regulations, orders, guidelines or policies;

            (G) are inconsistent  with statements made in Ascent's Annual Report
on Form 10-K for the year ended  December  31,  1996 as filed with the SEC as of
March 31, 1997 and not including any subsequent amendments;

            (H) set forth legal conclusions;

            (I) are included in the request for the SEC  No-Action  Letter,  but
this exception  shall not apply to the same or similar facts or  representations
that are set forth elsewhere in the Ruling Documents; or

            (J) are specifically noted in Exhibit 4.01(a) hereto.

      (b) Ascent hereby represents and warrants that it has no plan or intention
of taking any action, or failing or omitting to take any action,  that would (i)
cause  the   Distribution  not  to  have  Tax-Free  Status  or  (ii)  cause  any
representation or factual statement made in the Ruling Documents to be untrue in
a manner  which  would  have an  adverse  effect on the  Tax-Free  Status of the
Distribution.

      (c) Ascent hereby represents and warrants to COMSAT that, to the knowledge
of  Ascent,  the  Distribution  is not  part of a plan  (or  series  of  related
transactions)  pursuant  to which a Person will  acquire  stock  representing  a
Fifty-Percent or Greater Interest in Ascent or any successor to Ascent.

      4.02  Covenants Specific to Distribution Tax Matters.

      (a) Ascent shall not take any action, nor fail or omit to take any action,
that would (i) cause the  Distribution not to have Tax-Free Status or (ii) cause
any  representation  made in the Ruling Documents to be untrue in a manner which
would  have an  adverse  effect  on the  Tax-Free  Status  of the  Distribution;
provided,  however,  that Ascent shall not be  considered  to have  breached the
covenants  contained  in this  subsection  (a) by  virtue  of a  disposition  or
discontinuation due to circumstances beyond Ascent's control as described in the
final sentence of Section 4.02(b).

      (b)  Until  the first day  after  the  Restriction  Period,  Ascent  shall
continue the active conduct of the Network Services  Business.  Ascent shall not
liquidate,  dispose of, or  otherwise  discontinue  the conduct of any  material
portion of the Network  Services  Business.  Ascent  shall  continue  the active
conduct  of  the  Network  Services  Business  primarily  through  officers  and
employees of Ascent (and not through independent  contractors).  For purposes of
this subsection (b), asset retirements and discontinuances of product lines with
respect to the Network Services  Business in the ordinary course of business and
dispositions and  discontinuations  due to circumstances beyond Ascent's control
shall not be treated as a  disposition  or  discontinuation  of a portion of the
Network Services Business.

      (c) Until the first day after the one-year  anniversary  of the  Effective
Time,  Ascent  shall not sell or  otherwise  issue to any  Person,  or redeem or
otherwise acquire from any Person,  any Equity  Securities of Ascent;  provided,
however, that (i) the adoption by Ascent of a rights plan shall not constitute a
sale  or  issuance  of  Equity   Securities  and  (ii)  purchases   meeting  the
requirements  of section  4.05(1)(b) of Rev. Proc.  96-30 shall not constitute a
redemption  or  acquisition  of stock of Ascent  for  purposes  of this  Section
4.02(c).

      (d) Ascent shall not (i) solicit any Person to make a tender offer for the
Equity  Securities of Ascent,  (ii)  participate  in or support any  unsolicited
tender offer for the Equity  Securities of Ascent, or (iii) approve any proposed
business  combination or any  transaction  which results in any Person owning at
least  20% of the stock of  Ascent  involving  (x) until the first day after the
Restriction Period, any Person with whom there have been negotiations pertaining
to the sale of Ascent as have been  disclosed by COMSAT to Ascent  previously in
writing  or any  Affiliate  of such  Person,  or (y) for six  months  after  the
Effective  Time,  any other Person.  In addition,  Ascent shall not at any time,
whether before or subsequent to the expiration of the Restriction Period, engage
in any action described in clauses (i), (ii), or (iii) of the preceding sentence
if it is pursuant to an  arrangement  negotiated  (in whole or in part) prior to
the  Distribution,  even if at the time of the  Distribution  it is  subject  to
various conditions.

      (e) Until the first day after the  Restriction  Period,  Ascent  shall not
sell,  transfer,  or  otherwise  dispose  of  or  agree  to  dispose  of  assets
(including, for such purpose, any shares of capital stock of a Subsidiary) that,
in the aggregate,  constitute  more than 60% of the gross assets of Ascent,  nor
shall Ascent and its Subsidiaries  sell,  transfer,  or otherwise  dispose of or
agree to dispose of assets (including,  for such purpose,  any shares of capital
stock of a Subsidiary)  that, in the aggregate,  constitute more than 60% of the
consolidated gross assets of Ascent and its Subsidiaries. The foregoing sentence
shall not apply to sales,  transfers,  or dispositions of assets in the ordinary
course of business. The percentages of gross assets or consolidated gross assets
of Ascent or Ascent and its Subsidiaries, as the case may be, sold, transferred,
or  otherwise  disposed of, shall be based on the fair market value of the gross
assets of Ascent and its  Subsidiaries  as of the Effective  Time,  and for this
purpose,  the  values set forth in the  Appraisal  shall be  conclusive.  Sales,
transfers or other  dispositions by Ascent or any of its  Subsidiaries to Ascent
or any of its Subsidiaries are not subject to this Section 4.02(e) to the extent
not  inconsistent  with the structure  necessary for the Distribution to qualify
for Tax-Free Status.

      (f) Until the first day  after  the  Restriction  Period,  Ascent  and its
Subsidiaries  shall  not  voluntarily  dissolve  or  liquidate  or engage in any
merger, consolidation or other reorganization.  The foregoing sentence shall not
apply to  transactions  in which Ascent acquires  another  corporation,  limited
liability company,  limited  partnership,  general  partnership or joint venture
solely for cash or other  consideration that is not Equity Securities of Ascent.
Reorganizations  of Ascent with its  Subsidiaries,  and liquidations of Ascent's
Subsidiaries,  are not  subject  to  this  Section  4.02(f)  to the  extent  not
inconsistent  with the structure  necessary for the  Distribution to qualify for
Tax-Free Status.

      (g) Until the first day after the  Restriction  Period,  Ascent  shall not
contribute  or otherwise  transfer to a  Subsidiary  of Ascent any of the assets
formerly owned by ANS and  transferred to Ascent  pursuant to the liquidation of
ANS.

      (h) Any of the provisions of Sections 4.02(b), (c), (d), (e), (f), and (g)
shall be waived with respect to any particular  transaction or  transactions  if
(i) COMSAT or Ascent has  obtained a ruling from the IRS, in form and  substance
reasonably  satisfactory to COMSAT, to the effect that such proposed transaction
will not adversely affect the Tax-Free Status of the  Distribution,  (ii) COMSAT
has determined,  in its sole and absolute discretion,  which discretion shall be
exercised  in  good  faith  solely  to  preserve  the  Tax-Free  Status  of  the
Distribution,  that it could not  reasonably  be  expected  that  such  proposed
transaction  would have a material  adverse effect on the Tax-Free Status of the
Distribution, or (iii) with respect to a transaction occurring at least one year
after the Effective Time, Ascent obtains an Unqualified Tax Opinion with respect
to such proposed transaction. Waiver with respect to one transaction or group of
transactions   shall  not   constitute  a  waiver  with  respect  to  any  other
transaction.

      (i) COMSAT shall not take any action, nor fail or omit to take any action,
that would (i) cause the  Distribution not to have Tax-Free Status or (ii) cause
any  representation  made in the Ruling Documents to be untrue in a manner which
would have an adverse effect on the Tax-Free Status of the Distribution.

      4.03  Cooperation Related to Distribution Tax Matters.

      (a) Until the first day after the Restriction  Period,  each of COMSAT and
Ascent shall furnish the other with a copy of any ruling  request that Ascent or
COMSAT  or any of their  respective  Subsidiaries  may file with the IRS and any
opinion  received that relates to or otherwise  reasonably  could be expected to
have an effect on the Tax-Free Status of the Distribution.

      (b)  Ascent  shall  cooperate  with  COMSAT  in  connection  with  (i) any
determination pursuant to Section 4.02(h)(ii) above or (ii) COMSAT's request for
a  Subsequent  Ruling.  Such  cooperation  shall  include,  without  limitation,
providing any information and/or representations  reasonably requested by COMSAT
or its  counsel  to enable  COMSAT or its  counsel to obtain  and  maintain  any
Subsequent  Ruling,   provided  that  Ascent's  reasonable  refusal  to  give  a
representation  will not be deemed a failure  to  cooperate.  From and after any
Representation  Date until the first day after the two-year  anniversary  of the
date that COMSAT makes the correlative determination or receives the correlative
Subsequent Ruling,  Ascent shall not take (nor shall it refrain from taking) any
action that would have  caused a  representation  given by Ascent in  connection
with any such  determination or COMSAT's request for a Subsequent Ruling to have
been untrue as of the relevant  Representation Date, had Ascent intended to take
(or refrain from taking) such action on the relevant Representation Date.

      (c)  COMSAT  shall  cooperate  with  Ascent  in  connection  with  (i) any
determination  pursuant to Section  4.02(h)(ii)  above, (ii) a request by Ascent
that COMSAT seek a Subsequent  Ruling, or (iii) a request for an Unqualified Tax
Opinion.  Such  cooperation  shall include,  without  limitation,  providing any
information and/or  representations  required to enable COMSAT or its counsel to
obtain and maintain any Subsequent Ruling or for Ascent to obtain an Unqualified
Tax Opinion,  provided that COMSAT's reasonable refusal to give a representation
will  not  be  deemed  to  be  a  failure  to  cooperate.  From  and  after  any
Representation  Date until the first day after the two-year  anniversary  of the
date that COMSAT makes the correlative determination or the Subsequent Ruling or
Unqualified Tax Opinion is received, COMSAT shall not take (nor shall it refrain
from taking) any action that would have caused a representation  given by COMSAT
in connection  with any such  determination,  COMSAT's  request for a Subsequent
Ruling,  or Ascent's  request for an Unqualified Tax Opinion to have been untrue
as of the relevant  Representation Date, had COMSAT intended to take (or refrain
from taking) such action on the relevant  Representation  Date. COMSAT shall not
amend any Ruling Document  without the prior consent of Ascent,  which shall not
be unreasonably withheld or delayed.

      (d) Until the first day after the Restriction Period,  Ascent will provide
adequate notice to COMSAT of any action  described in paragraphs (b) through (g)
of Section 4.02 above, without regard to the exceptions thereto, within a period
of time sufficient to enable COMSAT (i) to make the determination referred to in
Section  4.02(h)(ii),  (ii)  to  prepare  and  seek  any  Subsequent  Ruling  in
connection with such proposed  transaction,  or (iii) to seek injunctive  relief
pursuant to Section 4.05 hereof in a court of competent jurisdiction.  Each such
notice shall set forth the terms and  conditions  of the  proposed  transaction,
including,  without limitation,  the nature of any related action proposed to be
taken by the board of directors of Ascent,  the approximate  number of shares of
Ascent  stock (if any)  proposed  to be sold by Ascent  or  otherwise  issued by
Ascent, the approximate value of Ascent's assets (or assets of any of the Ascent
Subsidiaries)  proposed to be transferred,  and the proposed  timetable for such
transaction,  all with  sufficient  particularity  to enable COMSAT to make such
determination,  to  prepare  and  seek  such  Subsequent  Ruling,  or seek  such
injunctive  relief.  Promptly,  but in any event  within 30 days,  after  COMSAT
receives such written notice from Ascent,  COMSAT shall notify Ascent in writing
of such  determination or of COMSAT's intent to seek a Subsequent Ruling and the
proposed date for the initial submission  thereof,  which date shall not be more
than 60 days  after  COMSAT  so  notifies  Ascent  of its  intent  to seek  such
Subsequent  Ruling,  provided that such 30-day period or 60-day  period,  as the
case may be, shall be appropriately  extended for any period of noncompliance by
Ascent with this Section 4.03.

      4.04  Indemnification Specific to Distribution Tax Matters.

      (a)  Notwithstanding  any  provision of this  Agreement  to the  contrary,
Ascent shall  indemnify  and hold harmless  COMSAT (and any  successor  thereto)
against any After-Tax  Tax-Related  Losses incurred by COMSAT to the extent such
After-Tax  Tax-Related  Losses  are caused by any breach by Ascent of any of its
representations, warranties, or covenants made pursuant to this Article IV.

      (b)  Notwithstanding  any  provision of this  Agreement  to the  contrary,
COMSAT shall  indemnify  and hold harmless  Ascent (and any  successor  thereto)
against any After-Tax  Tax-Related  Losses incurred by Ascent to the extent such
After-Tax  Tax-Related Losses are caused by any breach by COMSAT of its covenant
made  pursuant to Section  4.02(i) or solely by the  inaccuracy  of any facts or
representations  about  COMSAT and its  Subsidiaries  (other than Ascent and its
Subsidiaries), INTELSAT or Inmarsat contained in the Ruling Documents.

      (c) To  the  extent  After-Tax  Tax-Related  Losses  are  attributable  to
Subsequent Tax Legislation or Regulation,  such losses shall be borne equally by
COMSAT and Ascent.  The party  making  actual  payment of such  losses  shall be
indemnified  by the other  party to the  extent of the other  party's  allocated
share of such losses.

      (d) To the extent an  indemnification  obligation  relates to Spin-off Tax
Liabilities,  the  indemnifying  party  shall  make  payment  pursuant  to  such
indemnification  obligation within 30 days after the earlier of (i) the date the
indemnified party makes a payment of taxes,  interest, or penalties with respect
to a proposed adjustment of taxes or an assessment of tax deficiency asserted or
made by any Taxing  Jurisdiction  that is  premised in whole or part on Spin-off
Tax  Liabilities,  including a payment  made in  settlement  of an asserted  tax
deficiency  (each,  an "Actual Tax Payment"),  or (ii) the date the  indemnified
party gives written notice to the indemnifying  party that the indemnified party
has notified any Taxing  Jurisdiction,  or gives the indemnifying  party written
notice of an  acknowledgment  by any  Taxing  Jurisdiction,  that such  proposed
adjustment of taxes or tax  deficiency  would not result in a net payment by the
indemnified  party because of the carryover,  carryback or  carryforward  of net
operating  losses or credits,  the  crediting  of  previously  paid  taxes,  the
utilization of deductions or credits not claimed on the indemnified  party's tax
returns as originally  filed,  the exclusion of income reported on such returns,
or the  utilization of any other tax  attributes  that offset the asserted taxes
(each,  a "Deemed Tax Payment").  The amount  payable  pursuant to the preceding
sentence  shall be the After-Tax  Tax-Related  Losses implied by such Actual Tax
Payments and Deemed Tax Payments.

      (e) To the  extent  an  indemnification  obligation  does  not  relate  to
Spin-off Tax Liabilities,  the indemnifying party shall make payment pursuant to
such indemnification obligation within 30 days after the indemnified party makes
a payment that is a Tax-Related Loss.

      (f) In the  event  that the  indemnified  party is  refunded  any  amounts
previously  paid with  respect  to  Spin-off  Tax  Liabilities  prior to a Final
Determination with respect to such Spin-off Tax Liabilities,  to the extent such
amounts  previously paid by the  indemnified  party were paid to the indemnified
party by the indemnifying  party pursuant to Sections  4.04(a),  (b) or (c), the
indemnified party shall, within 30 days after the receipt thereof,  deposit such
refunded  amounts  in  an  interest-bearing   escrow  account  maintained  by  a
commercial  bank or trust company  chosen by the  indemnified  party in its sole
discretion.  To  the  extent  that,  pursuant  to  a  Final  Determination,  the
indemnified  party  is  entitled  to  retain  any  amounts  so  deposited,   the
indemnified  party  shall,   within  30  days  after  the  date  of  such  Final
Determination,  return such amounts,  together with any interest thereon paid by
the  Taxing  Jurisdiction  or  paid by the  commercial  bank  or  trust  company
maintaining the escrow account in which such amounts were deposited, but without
any other  allowance  for interest or any other charge for the use of money.  In
the event that the  indemnified  party is refunded  or  receives  credit for any
amounts  previously paid with respect to Spin-off Tax Liabilities  pursuant to a
Final Determination with respect to such Spin-off Tax Liabilities, to the extent
such  amounts  previously  paid  by  the  indemnified  party  were  paid  to the
indemnified party by the indemnifying party pursuant to Sections 4.04(a), (b) or
(c),  the  indemnified  party  shall,  within 30 days after the  receipt of such
refund or credit, return such amounts to the indemnifying party.

      (g)  (i)  In  connection  with  this   indemnification   obligation,   the
indemnifying party shall,  acting in good faith and at the indemnifying  party's
own expense, conduct all proceedings,  subject to clause (ii) of this subsection
(g), relating to the indemnified  matter, but shall allow the indemnified party,
at  the  indemnified   party's  own  expense,   to  participate  fully  in  such
proceedings.  The indemnifying party may not settle any such proceedings without
the consent of the  indemnified  party,  which consent shall not be unreasonably
withheld.  In the event that any procedure or forum that the indemnifying person
desires  to utilize  requires  payment of all or any  portion  of  Spin-off  Tax
Liabilities, it shall be the responsibility of the indemnifying party to provide
to the  indemnified  party  funds  sufficient  to make such  payment.  (ii) If a
liability  indemnified  hereunder  is  grouped  with  other  unrelated  asserted
liabilities  or issues in a proceeding,  the parties shall use their  respective
Best Efforts to cause the indemnified  liability to be the subject of a separate
proceeding.  If such  severance is not possible,  the  indemnifying  party shall
assume  and direct  and be  responsible  only for the  matters  relating  to the
indemnified  liability,  and the  choice  of forum for the  proceeding  shall be
determined by mutual agreement of the parities,  which shall not be unreasonably
withheld or delayed.  If the parties are unable to agree as to the choice of the
forum,  the forum selection shall be determined  through the dispute  resolution
procedures set forth in Section 3.09.

      (h) COMSAT shall be indemnified and held harmless pursuant to this Section
4.04  without  regard to the fact that (i) COMSAT or Ascent may have  received a
Subsequent  Ruling pursuant to Section  4.02(h)(i),  (ii) COMSAT may have made a
determination pursuant to Section 4.02(h)(ii), or (iii) Ascent may have obtained
an Unqualified  Tax Opinion  pursuant to Section  4.02(h)(iii).  COMSAT shall be
indemnified  and held harmless  pursuant to this Section 4.04 without  regard to
whether a  transaction  is subject to Sections  4.02(b),  (c), (d), (e), (f), or
(g).

      (i) Notwithstanding anything to the contrary contain in this Agreement, no
indemnification pursuant to this Section 4.04 shall be available to either party
for any Loss, unless the Tax-Free Status of the Distribution has been lost.

      4.05  Enforcement.  The parties hereto  acknowledge  that irreparable harm
would occur in the event that any of the  provisions of this  Agreement were not
performed in accordance  with their specific  terms or were otherwise  breached.
The parties  hereto agree that, in order to preserve the Tax-Free  Status of the
Distribution,  injunctive  relief is appropriate to prevent any violation of the
foregoing covenants,  provided, however, that injunctive relief shall not be the
exclusive legal or equitable remedy for any such violation.

                                    ARTICLE V
                       ACCESS TO INFORMATION AND SERVICES

      5.01  Provision of Corporate Records.

      (a) COMSAT shall arrange as soon as practicable following the Distribution
Date,  to the  extent  not  previously  delivered,  for the  transportation  (at
Ascent's  cost) to Ascent of the Ascent  Books and  Records  in its  possession,
except to the extent  such items are already in the  possession  of Ascent or an
Ascent  Entity.  Such Ascent Books and Records  shall be the property of Ascent,
but shall be available to COMSAT for review and  duplication  until COMSAT shall
notify Ascent in writing that such records are no longer of use to COMSAT.

      (b) Ascent shall arrange as soon as practicable following the Distribution
Date, to the extent not previously delivered for the transportation (at COMSAT's
cost) to COMSAT of the COMSAT Books and Records in its possession, except to the
extent such items are already in the possession of COMSAT.  The COMSAT Books and
Records  shall be the  property of COMSAT,  but shall be available to Ascent for
review and  duplication  until Ascent  shall notify  COMSAT in writing that such
records are no longer of use to Ascent.

      5.02 Access to Information.  From and after the Distribution  Date, COMSAT
shall  afford  to  Ascent  and its  authorized  accountants,  counsel  and other
designated representatives reasonable access (including using reasonable efforts
to give  access to  persons or firms  possessing  information)  and  duplicating
rights  during  normal  business  hours  to  all  records,   books,   contracts,
instruments,   computer  data  and  other  data  and  information   relating  to
pre-Distribution   operations  (collectively,   "Information")  within  COMSAT's
possession  insofar  as such  access is  reasonably  required  by Ascent for the
conduct of its business,  subject to appropriate  restrictions for classified or
Privileged  Information.  Similarly,  Ascent  shall  afford  to  COMSAT  and its
authorized accountants,  counsel and other designated representatives reasonable
access  (including using  reasonable  efforts to give access to persons or firms
possessing  information) and duplicating  rights during normal business hours to
Information  within  Ascent's  possession,  insofar as such access is reasonably
required  by COMSAT for the  conduct  of its  business,  subject to  appropriate
restrictions  for  classified  or  Privileged  Information.  Information  may be
requested  under this Article V for the legitimate  business  purposes of either
party, including without limitation, audit, accounting, claims (including claims
for  indemnification  hereunder),  litigation  and tax purposes,  as well as for
purposes of fulfilling  disclosure and reporting  obligations and for performing
this Agreement,  the Corporate Agreement,  the Tax Disaffiliation  Agreement and
the transactions contemplated hereby and thereby.

      5.03 Production of Witnesses. At all times from and after the Distribution
Date,  each of Ascent and COMSAT shall use reasonable  efforts to make available
to the  other,  upon  written  request,  its  and  its  Subsidiaries'  officers,
directors, employees and agents as witnesses to the extent that such persons may
reasonably be required in connection with any Action.

      5.04 Reimbursement.  A party providing  Information or witness services to
the other  party  under this  Article V shall be  entitled  to receive  from the
recipient, upon the presentation of invoices therefor, payments of such amounts,
relating to supplies,  disbursements and other out-of-pocket  expenses (at cost)
and direct and  indirect  expenses of employees  who are  witnesses or otherwise
furnish  assistance (at cost),  as may be reasonably  incurred in providing such
Information or witness services.

      5.05  Retention  of  Records.  Except  as  otherwise  required  by  law or
otherwise agreed in writing,  each of COMSAT and Ascent may destroy or otherwise
dispose of any of the  Information,  which is  material  Information  and is not
contained in other Information retained by COMSAT or Ascent, as the case may be,
at any time after the earlier of the tenth  anniversary of this Agreement or the
time at which such  information is at least ten years old,  provided that, prior
to such  destruction  or disposal,  (a) it shall provide no less than 90 or more
than 120 days prior written notice to the other, specifying in reasonable detail
the  Information  proposed to be destroyed or disposed of and (b) if a recipient
of such notice shall  request in writing  prior to the  scheduled  date for such
destruction  or disposal  that any of the  Information  proposed to be destroyed
disposed of be delivered  to such  requesting  party,  the party  proposing  the
destruction or disposal  shall promptly  arrange for the delivery of such of the
Information  as was  requested  at the  expense  of the  party  requesting  such
Information.

      5.06 Confidentiality. Each of COMSAT and its Subsidiaries on the one hand,
and Ascent and its  Subsidiaries on the other hand,  shall hold, and shall cause
its  consultants  and advisors to hold, in strict  confidence,  all  Information
concerning  the other in its possession or furnished by the other or the other's
representatives  pursuant  to this  Agreement  (except to the  extent  that such
Information  has been (i) in the public domain through no fault of such party or
(ii) later lawfully  acquired from other sources by such party),  and each party
shall not release or disclose such  Information to any other person,  except its
auditors,  attorneys,  financial  advisors,  rating agencies,  bankers and other
consultants  and  advisors,   unless   compelled  to  disclose  by  judicial  or
administrative  process  or, as  reasonably  advised by its  counsel or by other
requirements  of law, or unless such  Information  is reasonably  required to be
disclosed  in  connection  with (x) any  litigation  with any  third-parties  or
litigation between COMSAT Entities and the Ascent Entities,  (y) any contractual
agreement  to which the COMSAT  Entities or the Ascent  Entities  are  currently
parties, or (z) in exercise of either parties' rights hereunder.

      5.07 Privileged Matters.  COMSAT and Ascent recognize that legal and other
professional  services  that  have  been  and  will  be  provided  prior  to the
Distribution  Date have been and will be  rendered  for the  benefit of both the
COMSAT  Entities and the Ascent  Entities and that both the COMSAT  Entities and
the  Ascent  Entities  should be deemed to be the  client  for the  purposes  of
asserting  all  Privileges.  To  allocate  the  interests  of each  party in the
Privileged Information, the parties agree as follows:

      (a) COMSAT shall be entitled,  in perpetuity,  to control the assertion or
waiver of all Privileges in connection with Privileged Information which relates
solely to the COMSAT Entities,  whether or not the Privileged  Information is in
the possession of or under the control of COMSAT or Ascent. COMSAT shall also be
entitled, in perpetuity, to control the assertion or waiver of all Privileges in
connection with Privileged Information that relates solely to the subject matter
of any claims constituting  COMSAT Entity liabilities,  now pending or which may
be asserted  in the  future,  in any  lawsuits  or other  proceedings  initiated
against  or by  COMSAT,  whether  or not the  Privileged  Information  is in the
possession of or under the control of COMSAT or Ascent.

      (b) Ascent shall be entitled,  in perpetuity,  to control the assertion or
waiver of all Privileges in connection with Privileged Information which relates
solely to the Ascent Entities,  whether or not the Privileged  Information is in
the possession of or under the control of COMSAT or Ascent. Ascent shall also be
entitled, in perpetuity, to control the assertion or waiver of all Privileges in
connection  with  Privileged  Information  which  relates  solely to the subject
matter of any claims constituting  Ascent liabilities,  now pending or which may
be asserted  in the  future,  in any  lawsuits  or other  proceedings  initiated
against  or by  Ascent,  whether  or not the  Privileged  Information  is in the
possession of Ascent or under the control of COMSAT or Ascent.

      (c) COMSAT and Ascent agree that they shall have a shared Privilege,  with
equal  right to assert or waive,  subject to the  restrictions  in this  Section
5.07,  with respect to all  Privileges  not  allocated  pursuant to the terms of
Sections 5.07(a) and (b). (All Privileges  relating to any claims,  proceedings,
litigation,  disputes,  or other matters which involve both COMSAT and Ascent in
respect of which COMSAT and Ascent retain any  responsibility or liability under
this Agreement, shall be subject to a shared Privilege.)

      (d) No party  shall  intentionally  waive  any  Privilege  which  could be
asserted  under any  applicable  law,  and in which the other party has a shared
Privilege,  without  the  consent  of the  other  party,  except  to the  extent
reasonably  required in connection with any litigation with  third-parties or as
provided in  subsection  (e) below.  Consent  shall be in  writing,  or shall be
deemed to be granted  unless  written  objection is made within twenty (20) days
after notice upon the other party requesting such consent.

      (e) In the event of any litigation or dispute  between a COMSAT Entity and
an Ascent  Entity,  either  party may waive a Privilege in which the other party
has a shared  Privilege,  without  obtaining  the  consent  of the other  party,
provided that such waiver of a shared  Privilege  shall be effective  only as to
the use of  Privileged  Information  with respect to the  litigation  or dispute
between  the COMSAT  Entity and the Ascent  Entity,  and shall not  operate as a
waiver of the shared Privilege with respect to third-parties.

      (f) Upon receipt by any party of any subpoena,  discovery or other request
which arguably calls for the production or disclosure of Information  subject to
a shared  Privilege or as to which the other party has the sole right  hereunder
to assert a Privilege, or if any party obtains knowledge that any of its current
or former directors,  officers,  agents or employees have received any subpoena,
discovery  or  other  requests  which  arguably  calls  for  the  production  or
disclosure of such Privileged Information,  such party shall promptly notify the
other party of the  existence of the request and shall provide the other party a
reasonable opportunity to review the Information and to assert any rights it may
have  under  this  Section  5.07 or  otherwise  to  prevent  the  production  or
disclosure of such Privileged Information.

      (g) The  transfer of the Ascent Books and Records and the COMSAT Books and
Records and other Information between COMSAT and its Subsidiaries and Ascent and
its Subsidiaries,  is made in reliance on the agreement of COMSAT and Ascent, as
set  forth in  Sections  5.04 and  5.05,  to  maintain  the  confidentiality  of
Privileged Information and to assert and maintain all applicable Privileges. The
access to information  being granted  pursuant to Sections 5.01 and 5.02 hereof,
the  agreement to provide  witnesses  and  individuals  pursuant to Section 5.03
hereof  and the  transfer  of  Privileged  Information  between  COMSAT  and its
Subsidiaries  and Ascent and its  Subsidiaries  pursuant to this Agreement shall
not be deemed a waiver of any Privilege  that has been or may be asserted  under
this Agreement or otherwise.

                                   ARTICLE VI
                                  MISCELLANEOUS

      6.01 Limitation of Liability. Neither COMSAT nor Ascent shall be liable to
the  other  for any  special,  punitive  or  consequential  damages  arising  in
connection with this Agreement,  the Corporate Agreement, the Tax Disaffiliation
Agreement, the Distribution or the other matters contemplated herein or therein.

      6.02  Subsidiaries.  COMSAT agrees and  acknowledges  that COMSAT shall be
responsible  for  the  performance  by each  COMSAT  Entity  of the  obligations
hereunder applicable to such COMSAT Entity.  Ascent agrees and acknowledges that
Ascent shall be  responsible  for the  performance  by each Ascent Entity of the
obligations hereunder applicable to such Ascent Entity.

      6.03  Amendments;   Waivers;   Remedies.  This  Agreement,  the  Corporate
Agreement and the Tax Disaffiliation Agreement may not be amended or terminated,
nor may any failure of  performance  or default be waived,  orally,  except by a
writing duly executed by or on behalf of the parties hereto (and, in the case of
Ascent,  based upon the  recommendations  of the disinterested  directors of the
Ascent Board of  Directors).  Any such  amendment or waiver shall be validly and
sufficiently authorized for purposes of this Agreement if it is signed on behalf
of COMSAT or Ascent by any of their respective presidents or vice presidents. No
failure on the part of COMSAT,  any  transferee  or Ascent to  exercise,  and no
delay in exercising, any right hereunder or thereunder shall operate as a waiver
thereof (except as expressly  provided herein or therein);  nor shall any single
or partial  exercise  thereof or the  exercise of any other right  preclude  any
other or  further  exercise  thereof or the  exercise  of any other  right.  The
remedies  herein and therein  provided are  cumulative  and not exclusive of any
remedies provided at law or in equity.

      6.04  Severability.  If any provision of this Agreement or the application
of any such provision to any party or  circumstances  shall be determined by any
court of competent  jurisdiction or fully authorized  arbitration tribunal to be
invalid, illegal or unenforceable to any extent, the remainder of this Agreement
or such  provision  of the  application  of such  provision  to  such  party  or
circumstances,  other than  those to which it is so  determined  to be  invalid,
illegal or  unenforceable,  shall remain in full force and effect to the fullest
extent  permitted  by law and  shall  not be  affected  thereby,  unless  such a
construction would be unreasonable.

      6.05 Notices. Any notice, instruction, direction or demand under the terms
of this Agreement required to be in writing will be duly given upon delivery, if
delivered by hand or facsimile  transmission,  or five (5) days after posting if
sent by certified mail, return receipt requested to the following addresses:

            COMSAT:

            COMSAT Corporation
            6560 Rock Spring Drive
            Bethesda, Maryland  20815
            Attention:  Allen E. Flower
            Vice President and Chief Financial Officer
            Telecopy No.:  301/214-5131

            With copy (which shall not constitute notice) to:

            Warren Y. Zeger
            Vice President, General Counsel and Secretary
            COMSAT Corporation
            6560 Rock Spring Drive
            Bethesda, Maryland  20815
            Telecopy No.:  301/214-5128
and

            Ascent:

            Ascent Entertainment Group, Inc.
            1200 Seventeenth Street
            Denver, Colorado  80202
            Attention:  James A. Cronin III
            Executive Vice President, Finance and
            Chief Operating Officer
            Telecopy No.:  303/595-0204

            With copy (which shall not constitute notice) to:

            Arthur M. Aaron
            Vice President, Business and Legal Affairs
            and Secretary
            Ascent Entertainment Group, Inc.
            1200 Seventeenth Street
            Denver, Colorado  80202
            Telecopy No.: 303/595-0127

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance with this Section 6.6.

      6.06  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts,  each of which shall be deemed an original instrument,  but all of
which together shall constitute but one and the same agreement.

      6.07  Governing  Law.  This  Agreement and the  transactions  contemplated
hereby shall be construed in accordance  with,  and governed by, the laws of the
State of Maryland  without  giving  effect to the  conflicts  of law  principles
thereof.  Each party  hereby  agrees that any legal action or  proceedings  with
respect to Agreement, the Corporate Agreement, the Tax Disaffiliation Agreement,
the  Distribution or the other matters  contemplated  herein or therein shall be
brought in a federal or state court  located in the State of Maryland,  and each
of the parties  hereby  consents to the  jurisdiction  of such courts and hereby
waives any objections on the grounds of venue,  forum non  conveniens,  situs of
the action,  improper forum or any similar grounds. Each party hereby waives the
right to trial by jury in any such action.

      6.08  Successors;  Assignment.  This Agreement  shall be binding upon, and
shall  inure  to the  benefit  of,  the  parties  hereto  and  their  respective
successors  and assigns.  Neither party may assign or transfer any of its rights
or duties under this Agreement to any person or entity without the prior written
consent of the other party, except by operation of law.

      6.09  Termination.  This Agreement may be terminated (i) at any time prior
to the Effective Time by a resolution approved by COMSAT's Board of Directors in
its sole  discretion;  or (ii) at any time after September 1, 1997, but prior to
time at which COMSAT's Board of Directors declares the Special Dividend and sets
the Record Date pursuant to Section 2.03(a) of this  Agreement,  by a resolution
approved by Ascent's Board of Directors acting upon the  recommendations  of the
disinterested directors of the Ascent Board of Directors in its sole discretion.

      6.10 No Third  Party  Beneficiaries.  This  Agreement  is  solely  for the
benefit  of the  parties  hereto  and shall not be deemed to confer  upon  third
parties (including any employee of a COMSAT Entity or Ascent Entity) any remedy,
claim, reimbursement, cause of action or other right in excess of those existing
without reference to this Agreement.

      6.11  Entire    Agreement.    This   Agreement    constitutes   the  
entire understanding of the parties hereto with respect to the subject matter 
hereof.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized representatives.

                               COMSAT CORPORATION

                              By:/s/ Allen E. Flower
                                 Allen E. Flower
                                 Vice President and Chief
                                 Financial Officer

                              ASCENT ENTERTAINMENT GROUP, INC.

                              By:/s/James A.Cronin, III
                                 James A. Cronin III
                                 Executive Vice President, Finance and
                                 Chief Operating Officer
Appendix A

                                     to the

                             DISTRIBUTION AGREEMENT

                                     between

                               COMSAT Corporation

                                       and

                        Ascent Entertainment Group, Inc.
CONTINGENT LIABILITIES AND CONTINGENT BENEFITS

Section 1 - Definitions

      Capitalized terms that are used in this Appendix have the meaning ascribed
to such term in the Corporate  Agreement or, to the extent not therein  defined,
the meaning set forth  below.  Words  importing  only the  singular  include the
plural and vice versa where the context requires.

      "Action"   means  any   litigation  or  other   judicial,   regulatory  or
administrative proceeding (including audits of taxes other than federal or state
income taxes, including state franchise taxes measured by income).

      "Acts or Omissions" means significant active and direct participation by a
Party in the conduct that  resulted in the  Contingent  Liability or  Contingent
Benefit;  provided,  however,  that  approvals,  non-approvals  or rejections of
budgets, strategic business plans and other corporate plans shall not constitute
Acts or Omissions with respect to any particular conduct.

      "Benefit"  means  a  significant,   identifiable  financial  benefit  that
directly  flows to a Party  from  the Acts or  Omissions  that  resulted  in the
Contingent Liability or Contingent Benefit; provided,  however, that the payment
of dividends to COMSAT by one or more of its Subsidiaries shall not constitute a
Benefit to COMSAT or to any of COMSAT's other  Subsidiaries  with respect to any
particular Acts or Omissions of the Subsidiary paying such dividends.

      "Contingent  Benefit"  means a Benefit of one or both of the Parties which
was not booked for financial reporting purposes prior to the Effective Date that
is  attributable  to either (a) an event  which  occurred  prior to the  Initial
Public  Offering Date, (b) a condition which existed prior to the Initial Public
Offering Date, or (c) an event which occurred after the Initial Public  Offering
Date but  which was  attributable  to the  Initial  Public  Offering;  provided,
however,  that in any case the Action that  resulted in the  Contingent  Benefit
must have been filed or  otherwise  commenced  within 5 years  after the Initial
Public Offering Date.

      "Contingent  Liability"  means a  liability  (to the extent not covered by
insurance)  of one or both of the  Parties  which was not booked  for  financial
reporting  purposes prior to the Effective Date that is  attributable  to either
(a) an event which  occurred  prior to the Initial  Public  Offering Date, (b) a
condition  which existed prior to the Initial  Public  Offering  Date, or (c) an
event  which  occurred  after the  Initial  Public  Offering  Date but which was
attributable to the Initial Public Offering; provided, however, that in any case
the  Action  that  resulted  in  uninsured  liability  must have  been  filed or
otherwise commenced within 5 years after the Initial Public Offering Date.

      "Judgment" means any judgment or other  determination of liability entered
by a court or regulatory or  administrative  authority,  any settlement  entered
into or consented to by both of the Parties,  or any  dismissal of a third party
claim;  provided,  however, that a stipulated judgment or order of dismissal (or
equivalent)  by which a court approves a settlement of an Action entered into by
only one of the Parties, including class action settlements, shall not be deemed
to be a Judgment.  For example, the assessment of a tax deficiency (other than a
federal or state income tax deficiency) after the conclusion of an audit and the
exhaustion of the taxpayer's administrative remedies is a Judgment.

      "Named  Party"  means a Party which has one or more members that are named
as a defendant  (or  equivalent)  in an Action.  For  example,  if Ascent is the
taxpayer being audited by a taxing  authority,  Ascent would be a Named Party in
such Action.

      "Party" means a party to this Agreement and each Subsidiary of such party,
other than the other party and its Subsidiaries.

Section 2 - Defense and Prosecution of Actions

      2.1 The Parties will  cooperate  and consult with each other in connection
with the  defense or  prosecution  of any Action in which  both  Parties  are or
potentially  may be involved  (even if both Parties are not Named Parties in the
Action), including but not limited to Actions which might result in a Contingent
Liability or Contingent Benefit.

      2.2 If only one of the Parties is a Named  Party in an Action,  such Named
Party shall be responsible for both the defense or prosecution of the Action (in
cooperation  and  consultation  with the other  Party)  and all of the  Benefits
and/or costs  associated  with such Action  until such time as such  Benefits or
costs may be  subject  to  allocation  as a  Contingent  Benefit  or  Contingent
Liability  under this  Agreement.  Nothing in this Section 2.2,  however,  shall
preclude  either  Party from  joining  the other  party as a Named  Party to the
Action, in which case costs shall be allocated in accordance with Section 2.3.

      2.3 If both  Parties are Named  Parties in an Action,  they shall agree on
the  responsibility  for both the defense or  prosecution  of the Action and the
Benefits and costs  associated with such Action until such time as such Benefits
and costs may be subject to  allocation  as a Contingent  Benefit or  Contingent
Liability under this Agreement. Such agreement shall take into consideration the
manner in which any Contingent  Benefit or Contingent  Liability  resulting from
the Action would be allocated under Section 3.3. For example, if both COMSAT and
Ascent were Named Parties in an action which arose out of Ascent's hotel in-room
entertainment  business, the Parties should agree that Ascent would be primarily
responsible  for the  defense  of the  Action  and  would  bear all of the costs
associated  with such  defense  until  such time as such costs may be subject to
allocation as a Contingent Liability under this Agreement.

      2.4 Each Party shall bear its own internal  costs (such as the salaries of
in-house  legal counsel and other  personnel)  incurred in  connection  with the
defense or prosecution of any Action.

Section 3 - Contingent Liabilities and Contingent Benefits

      3.1 The  allocation  rules set  forth in  Section  3.3 shall  apply to all
Contingent  Liabilities and Contingent Benefits of the Parties which result from
Judgments,  except for those Actions relating to federal and state income taxes,
including state  franchise taxes measured by income,  which shall be governed by
the Tax Disaffiliation  Agreement.  For example,  Contingent  Liabilities may be
based on contract,  tort (including business torts such as alleged violations of
the   antitrust   laws),   tax  (other  than  federal  and  state  income  tax),
environmental,  workers' compensation,  ERISA, securities,  regulatory and other
common law and statutory claims.

      3.2 Except as the Parties may otherwise agree, any Contingent Liability or
Contingent  Benefit which  results from a settlement  (as opposed to a Judgment)
entered into by only one of the Parties will not be subject to allocation  under
this Agreement.

      3.3 The Parties agree to allocate Contingent Benefits and pay the costs of
Contingent  Liabilities which result from Judgments (and any settlements entered
into by only one of the  Parties  which the  Parties  may agree are  subject  to
allocation  under this  Agreement) in accordance  with the following  allocation
rules:

      (a) Named Party Rule.  Except as  otherwise  provided  in  paragraphs  (b)
through (f) below, if only one of the Parties is a Named Party in an Action, the
Contingent  Liability or Contingent  Benefit  shall be allocated  solely to that
Party.

      (b) COMSAT Rule.  If the  Contingent  Liability or  Contingent  Benefit is
attributable  solely to the Acts or  Omissions  of the COMSAT  Entities  and the
Ascent  Entities  did not, in the case of a  Contingent  Liability,  receive any
Benefit  from such Acts or Omissions  or, in the case of a  Contingent  Benefit,
contribute to or participate in the Acts giving rise to such Contingent Benefit,
then the Contingent  Liability or Contingent  Benefit,  as applicable,  shall be
allocated solely to the COMSAT Entities.

      (c) Ascent Rule.  If the  Contingent  Liability or  Contingent  Benefit is
attributable  solely to the Acts or Omissions of Ascent and the COMSAT  Entities
did not, in the case of a  Contingent  Liability,  receive any Benefit from such
Acts or Omissions  or, in the case of a  Contingent  Benefit,  contribute  to or
participate  in the  Acts  giving  rise to such  Contingent  Benefit,  then  the
Contingent  Liability or Contingent Benefit,  as applicable,  shall be allocated
solely to Ascent.

      (d) Joint Rule. In the case of a Contingent  Liability,  if either (1) the
Contingent Liability is attributable to the Acts or Omissions of both the COMSAT
Entities and the Ascent Entities,  or (2) the Party not responsible for the Acts
or Omissions resulting in the Contingent  Liability received a Benefit from such
Acts or  Omissions,  the Parties will use their best efforts to attempt to agree
on an  equitable  means of sharing the  Contingent  Liability  which  reasonably
reflects  both (a) the nature of each  Party's  Acts or  Omissions,  and (b) any
Benefit  to  each  Party  from  the  Acts or  Omissions  that  resulted  in such
Contingent  Liability.  In the case of a Contingent  Benefit,  if either (1) the
Contingent  Benefit is  attributable to the Acts or Omissions of both the COMSAT
Entities and the Ascent Entities,  or (2) the Party not responsible for the Acts
or Omissions  resulting in the Contingent Benefit contributed to or participated
in the Acts giving rise to such Contingent  Benefit,  the Parties will use their
best efforts to attempt to agree on an equitable means of sharing the Contingent
Benefit  which  reasonably  reflects both (a) the nature of each Party's Acts or
Omissions,  (b) the  relative  contribution  of each Party that gave rise to the
Contingent Benefit,  and (c) the Benefits or costs paid by each party in respect
of such Contingent Benefit.

      (e) Employee  Rule.  Notwithstanding  paragraphs (a) through (d) above and
except  as may  otherwise  be  provided  for  under  any of the  indemnification
provisions  of  this  Agreement,   the  Tax  Disaffiliation   Agreement  or  the
Intercompany  Services Agreement,  if the Contingent  Liability results from the
claim of an employee,  or former  employee of a member of the COMSAT Entities or
Ascent  Entities  and is related to such  person's  employment,  the  Contingent
Liability  shall be  allocated  to the Party by whom such person was employed at
the time when the Acts or Omissions  that resulted in the  Contingent  Liability
occurred.  For  example,  if an employee of one of the Ascent  Entities  who was
injured  while  working for an Ascent Entity later  transferred  to COMSAT,  any
Contingent  Liability  relating to such injury would be allocated  solely to the
Ascent Entities.

      (f) Express  Provision Rule.  Notwithstanding  paragraphs (a) through (e),
where the parties have agreed to allocate a Contingent  Liability or  Contingent
Benefit or have provided for indemnification pursuant to an express provision of
this Agreement,  the Corporate  Agreement or the Tax  Disaffiliation  Agreement,
such provision shall control.

      The applicable  allocation rule set forth in paragraphs (b), (c), (d), (e)
and (f) above shall apply even if a Party to which all or part of the Contingent
Liability or  Contingent  Benefit is to be allocated is not a Named Party in the
Action and  regardless  of whether such Party may have been  dismissed  from the
Action by virtue of a motion, settlement or otherwise.

      3.4 The amount of a Contingent  Liability subject to allocation under this
Agreement shall include,  and the amount of any Contingent Benefit available for
allocation  shall be reduced by, the costs of any Judgment entered by a court or
judicial,  regulatory or  administrative  authority in an Action (or the cost of
any settlement  entered into by both of the Parties),  the costs of defending or
prosecuting the Action  (including  court costs,  sanctions  imposed by a court,
attorneys' fees, experts' fees and all other external expenses,  and the cost of
any interest or penalties with respect to any such Judgment.

      3.5  Exhibit  A-1  (Schedule  of  Actions)  contains a list of all Actions
pending or  threatened  as of the date of this  Agreement,  in which the Parties
believe  that a Judgment  would be  reasonably  likely to result in a Contingent
Liability  or  Contingent  Benefit  and the  manner  in  which  such  Contingent
Liability  or  Contingent  Benefit  shall be  allocated  under  this  Agreement,
notwithstanding the general allocation rules set forth in Section 3.3.

      3.6 The Named  Party in an Action in which an  adverse  Judgment  would be
reasonably  likely to result in a Contingent  Liability or a favorable  Judgment
would be  reasonably  likely to result in a  Contingent  Benefit to be allocated
under this Agreement shall use its best efforts to notify the other Party of the
Action  (unless the other Party is also a Named Party in the same Action) within
30 days after the service of process on, or other initial  written notice of the
Action to, such Named Party. The notice shall include the following information:
(a) caption of the Action, including the docket number and the name of the court
or other  judicial,  regulatory  or  administrative  authority  before which the
Action is  pending;  (b) names of the parties  involved  in the  Action,  if not
disclosed in the caption;  (c) brief statement of the claims alleged; (d) amount
of the liability  alleged or expected to be alleged,  if known; and (e) which of
the  allocation  rules set forth in  Section  3.3 such Party  believes  would be
applicable.

      3.7  Notwithstanding  the  provisions  of Section  3.6,  no Party shall be
relieved of its  obligations  under this  Agreement with respect to a Contingent
Liability  unless such Party can demonstrate by a preponderance  of the evidence
that it was substantially prejudiced by the failure of the other Party to either
(a) list the action in Exhibit A-1  (Schedule  of  Actions)  pursuant to Section
3.5, or (b) give timely notice of the Action pursuant to Section 3.6.

      3.8 Except as  otherwise  provided  in Exhibit  A-1 or as the  Parties may
otherwise agree, any Contingent  Liability or Contingent  Benefit resulting from
the Actions  either (a) listed in Exhibit A-1  (Schedule  of Actions) or (b) for
which notice is given  pursuant to Section 3.6 shall be  allocated  according to
the applicable rule set forth in Section 3.3.

                              (Exhibit A-1 follows)
Exhibit A-1

                   Schedule of Pending or Threatened Actions

CONTINGENT LIABILITIES AND CONTINGENT BENEFITS ALLOCATED SOLELY TO ASCENT

      1. The  Anschutz  claim  described  in the letter to Deloitte & Touche LLP
dated October 20, 1995 from Wilmer, Cutler & Pickering.

      2. The Miramax litigation described in the letter dated October 3, 1995 to
Deloitte & Touche LLP from Williams & Connolly.

      3. Certain  individuals and corporations that were sellers under the Asset
Purchase  Agreement (the "Beacon  Purchase  Agreement")  dated as of October 27,
1994 among Beacon,  COMSAT such sellers (the  "Sellers")  and others,  have made
certain claims  regarding the contingent  payments due such Sellers  pursuant to
the Purchase  Agreement.  All Contingent  Liabilities  and  Contingent  Benefits
arising out of the Beacon Purchase Agreement (including but not limited to those
matters described on Schedule 4.19 thereto),  arising out of Ascent's  ownership
interest in Beacon  Communications Corp., or associated with any Action that may
be brought by the Sellers in respect of the Beacon Purchase Agreement or related
matters shall be allocated to Ascent.

      4. The Hoskins litigation described in the letter dated October 5, 1995 to
Deloitte & Touche LLP from Akin, Gump, Strauss, Hauer & Feld, L.L.P.

      5. All  Contingent  Liabilities  and  Contingent  Benefits  arising out of
Ascent's  ownership interest in the Nuggets and the Avalanche shall be allocated
to Ascent.

      6. Broadcast  Music,  Incorporated  ("BMI"),  the  representative  of many
composers  and  publishers  of  musical  works for the  licensing  of the public
performance  rights to such works under U.S. copyright law, has contacted Ascent
and OCC to negotiate a licensing  agreement and royalty  arrangement for the use
of music in the movies shown by OCC in its  pay-per-view  in-room  entertainment
systems.  BMI has  requested  a  royalty  rate of  0.40% of the  gross  revenues
generated  from the  purchase  of films  (applicable  to both  feature and adult
films) containing  BMI-represented  music, and an interim rate of 0.30% of gross
revenues.  Ascent and OCC believe a  substantially  lower royalty rate should be
applicable  and  that  such  royalties  are  inapplicable  to adult  films.  All
Contingent  Liabilities and Contingent Benefits associated with the BMI claim or
BMI royalties shall be allocated to Ascent.

      7. American Society of Composers,  Authors and Publishers  ("ASCAP"),  the
representative  of many  composers  and  publishers  of  musical  works  for the
licensing of the public  performance  rights to such works under U.S.  copyright
law, is currently  requesting  hotels to sign its new "Standard  Agreement" that
obligates the hotel to pay for  pay-per-view  music royalties if the provider of
such services does not do so.  Certain OCC contracts  with hotels require OCC to
indemnify  the  hotels for any costs  they  incur for the  payment of  copyright
royalty  obligations  related to pay-per-view  movies.  The royalty rates in the
Standard Agreement vary depending on several factors,  but they are in all cases
significantly  higher than OCC believes it could  negotiate from ASCAP directly.
Thus,  negotiations  are being  initiated  to acquire  the lowest  royalty  rate
feasible. OCC believes that the royalty rates for ASCAP licensed music should be
no  higher  than  for BMI  licensed  music,  and  that  because  ASCAP  controls
considerably  less motion  picture  music than does BMI, it is  reasonable  that
payments to ASCAP should be  considerably  less. All Contingent  Liabilities and
Contingent Benefits associated with ASCAP royalties or claims shall be allocated
to Ascent.

      8. Showtime Networks, Inc. ("Showtime") filed suit against CVE in New York
State  Court  claiming  that CVE was in  breach  of the  agreement  under  which
Showtime provides CVE with its "Showtime" and "The Movie Channel" services.  The
Showtime  suit  alleged  that CVE  failed  to use its best  efforts  to  promote
"Showtime"  and "The Movie  Channel" and that CVE failed to pay certain  license
fees. The Showtime suit subsequently was dismissed with prejudice as a result of
a settlement in which CVE agreed to pay a portion of the license fees in dispute
and  enter  into  a  new  license  agreement.  All  Contingent  Liabilities  and
Contingent  Benefits  associated  with  the  settlement  with  Showtime  or  any
subsequent Actions which may have been brought by Showtime  pertaining to CVE or
OCC shall be allocated to Ascent.

      9. The Leask  litigation  described in the letter to Deloitte & Touche LLP
dated January 10, 1995 from Wilson, Sonsini, Goodrich & Rosati. COMSAT reached a
post-judgment settlement with Mr. Leask under which OCV will pay Mr. Leask $1.54
million in return of his  release  of all claims  against  OCV.  All  Contingent
Liabilities  and Contingent  Benefits  associated  with the settlement  with Mr.
Leask or any  subsequent  Actions  which may be  brought by Mr.  Leask,  if any,
pertaining to OCV shall be allocated to Ascent.

      10.  On  February  16,  1995,  OCV  filed  a  lawsuit   against   LodgeNet
Entertainment Corporation ("Lodgenet") alleging infringement of an OCV patent on
in-room  entertainment  systems.  On November  28,  1995,  Lodgenet  was granted
summary  judgment on the issues of limiting  the period  during  which  Lodgenet
might be liable for damages to begin on November  22,  1994,  and OCV has sought
reconsideration of that decision. On March 22, 1996, LodgeNet filed suit against
On Command Corporation (OCC) in the U.S. District Court in South Dakota alleging
infringement  of a patent  acquired  by  LodgeNet  on March 5, 1996 and  seeking
injunctive relief and damages, which case is in the process of being transferred
to the Federal Court for the Northern District of California and is scheduled to
go to trial in late 1997.  All Contingent  Benefits and  Contingent  Liabilities
associated with the Lodgenet litigation or any subsequent  litigation brought by
LodgeNet or any Ascent Entity related thereto shall be allocated to Ascent.

      12. In response to concerns of Hilton Hotels Corporation ("Hilton"), a key
customer and  shareholder  of OCV,  Ascent,  CVE, OCV and COMSAT  entered into a
letter  agreement  with Hilton dated  December 8, 1995 (as amended,  the "Hilton
Agreement").  The Hilton Agreement initially provided,  among other terms, that:
(a) an independent investment banker would be engaged to review the contribution
by CVE of  substantially  all of its  in-room  entertainment  assets to OCV in a
transaction reflected in the Contribution Agreement dated August 1, 1995 between
CVE  and  OCV  (the  "CVE  Contribution")  with  respect  to  the  value  of the
consideration  received  by OCV and the  value of the OCV  shares  issued in the
transaction,  and the parties agreed to be bound by the  recommendation  of such
investment banker (the "Contribution Recommendation"),  including, if necessary,
at CVE's  option,  paying cash to OCV or the minority  stockholders  of OCV (the
"CVE Cash  Payment"),  retiring  shares of OCV owned by Ascent  (the "OCV  Share
Retirement")  or  reallocating  shares of OCV owned by  Ascent  (the "OCV  Share
Reallocation") to the minority stockholders of OCV. The Corporate Agreement (see
Section 19 of Exhibit A-1 to Appendix A thereto)  provided  that, if applicable,
COMSAT would either:  (i) reimburse CVE or Ascent for the amount of the CVE Cash
Payment,  or (ii) make a cash payment or transfer property to CVE or Ascent with
a  valuation  equal to the value of the OCV  shares  surrendered  or  retired at
COMSAT's option (the "CVE Contribution Indemnification Obligation").  The Hilton
Agreement was amended as of August 13, 1996 to provide, among other things, that
the number of shares issued to CVE, now known as ANS, in connection with the CVE
Contribution,  would  be  reduced.  In  satisfaction  of  the  CVE  Contribution
Indemnification   Obligation,   COMSAT   made  a  cash   payment  to  Ascent  of
$1,820,227.59 on November 5, 1996. Ascent and ANS hereby acknowledge  receipt of
such  funds and  respectively,  each on behalf  of  itself  and its  affiliates,
directors,  officers  successors  and assigns,  hereby fully release each of the
COMSAT  Entities,   and  their  respective  affiliates,   directors,   officers,
employees, agents, and their respective successors and assigns, from and against
any and all claims, demands, obligations, actions, liabilities, causes of action
or damages of every kind or nature whatsoever,  in law or in equity, arising out
of or  related  to the  CVE  Contribution,  the  Hilton  Agreement  and  the CVE
Contribution  Indemnification Obligation. All Contingent Liabilities arising out
of the CVE Contribution,  the Hilton Agreement or associated with any Action, if
any,  that may be  brought by an OCV or On Command  Corporation  shareholder  in
respect of the CVE Contribution shall be allocated to Ascent.

CONTINGENT LIABILITIES AND CONTINGENT BENEFITS ALLOCATED SOLELY TO COMSAT

      13. On April 14, 1995,  COMSAT filed a lawsuit against General  Instrument
Corporation  ("GI")  and two  San  Francisco  area  cable  television  companies
alleging  infringement of COMSAT's patent on conditional  access  technology for
the encrytion and decryption of television  signals. On May 23, 1995, GI filed a
counterclaim against COMSAT asserting that COMSAT tortiously interfered with and
defamed  GI's  business in bringing  the patent  infringement  suit and publicly
announcing  it.  GI and  Scientific-Atlanta,  Inc.  entered  into  a  settlement
agreement with COMSAT settling all claims with respect to the patent in question
(the "GI/SA  Settlement  Agreement").  All  Contingent  Benefits and  Contingent
Liabilities associated with the GI/SA Settlement Agreement shall be allocated to
COMSAT.

      14. The  PanAmSat  antitrust  litigation  contained  in the  letter  dated
January 27, 1995 to Deloitte & Touche LLP from Howrey & Simon.

      15. The Amplica  chemical spill  proceeding  described in the letter dated
January 27, 1995 to Deloitte & Touche LLP from Howrey & Simon.

      16. The  Mendoza  commercial  litigation  described  in the  letter  dated
January 30, 1995 to Deloitte & Touche LLP from Patton, Boggs & Blow.

      17.  The  Florida  Department  of  Environmental   Protection   proceeding
described  in the letter  dated  February  3, 1995 to Deloitte & Touche LLP from
Hearne, Graziano & Nader, P.A.

      18. The Belcom  pending and  threatened  litigation  and  related  matters
described in the letter dated February 5, 1996 from Latham & Watkins.

      19. On April 23, 1997, COMSAT filed suit against Bruce Crockett and others
alleging,  among other things,  that Mr. Crockett had breached  certain terms of
his termination  agreement with COMSAT.  All Contingent  Benefits and Contingent
Liabilities  associated  with the  Crockett  litigation  shall be  allocated  to
COMSAT.

CONTINGENT  LIABILITIES  AND  CONTINGENT  BENEFITS  ALLOCATED TO EITHER COMSAT 
OR ASCENT OR BOTH, AS APPLICABLE

      20.  COMSAT  has a number of  federal  and state tax  contingencies,  both
asserted and  unasserted,  which will be allocated  in  accordance  with the Tax
Disaffiliation Agreement.
Appendix C

                                     to the

                             DISTRIBUTION AGREEMENT

                                     between

                               COMSAT Corporation

                                       and

                        Ascent Entertainment Group, Inc.
Appendix C

                                 Indemnification

      3.07.01  Indemnification by COMSAT. Except with respect to (i) tax matters
which  shall  be  governed  by  Section  4.04  of  this  Agreement  and  the Tax
Disaffiliation  Agreement,  (ii)  matters  related  to the IPO  which  shall  be
governed  by Section  5.3 of the  Corporate  Agreement,  (iii)  claims for which
insurance  proceeds  or other  amounts are  received  which shall be governed by
Section  3.04 of  this  Agreement,  COMSAT  shall  indemnify,  defend  and  hold
harmless,  on an  After  Tax  Basis,  the  Ascent  Entities  and  each of  their
respective directors,  officers and employees and each of the heirs,  executors,
successors and assigns of any of the foregoing (the "Ascent  Indemnitees")  from
and against any and all Losses of the Ascent  Indemnitees  arising out of or due
to the  failure or  alleged  failure  of any  COMSAT  Entity to pay,  perform or
otherwise discharge any of the following items:

      (a) All Losses arising (whether before, on or after the Distribution Date)
in connection with the COMSAT Assets or the COMSAT Business, whether such Losses
relate to events, occurrences or circumstances occurring or existing, or whether
such Losses are asserted, before, on or after the Distribution Date.

      (b) All  Losses  arising  out of or based  upon any  untrue  statement  or
alleged  untrue  statement of material  fact or omission or alleged  omission to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading,  with respect to all information contained in
the Information  Statement;  provided,  however, that such indemnification shall
not apply to any Losses to the extent such Losses arise out of or are based upon
any  statement  or omission  or alleged  statement  or omission  relating to any
Ascent Entity which was supplied for inclusion by any Ascent Entity.

      (c) All  Losses  resulting  from a final  adjudication  of any  litigation
initiated by persons  acting in their  capacity as a shareholder  or creditor of
any COMSAT  Entity and  arising  out of the  transactions  contemplated  by this
Agreement,  except for such Losses which have been  expressly  assumed by Ascent
hereunder.

      (d) All Losses  relating  to any  Contingent  Liability  allocated  to any
COMSAT Entity pursuant to Section 3.01 and Appendix A of this Agreement.

      (e) All Losses  incurred  by any  Ascent  Entity as a result of a material
breach of this Agreement by COMSAT.

Anything in this  Section  3.07.01 to the  contrary  notwithstanding,  no COMSAT
Entity shall have any  liability to any Ascent  Entity in respect of any Tax (as
such term is defined in the Tax Disaffiliation  Agreement),  except as otherwise
expressly provided in this Agreement or in the Tax Disaffiliation Agreement.

      3.07.02  Indemnification by Ascent. Except with respect to (i) tax matters
which  shall  be  governed  by  Section  4.04  of  this  Agreement  and  the Tax
Disaffiliation  Agreement,  (ii)  matters  related  to the IPO  which  shall  be
governed  by Section  5.3 of the  Corporate  Agreement,  (iii)  claims for which
insurance  proceeds  or other  amounts are  received  which shall be governed by
Section  3.04 of  this  Agreement,  Ascent  shall  indemnify,  defend  and  hold
harmless,  on an  After  Tax  Basis,  the  COMSAT  Entities  and  each of  their
respective directors,  officers and employees and each of the heirs,  executors,
successors and assigns of any of the foregoing (the "COMSAT  Indemnitees")  from
and against any and all Losses of the Ascent  Indemnitees  arising out of or due
to the  failure or  alleged  failure  of any  COMSAT  Entity to pay,  perform or
otherwise discharge any of the following items:

      (a) All Losses arising (whether before, on or after the Distribution Date)
in connection with the Ascent Assets or the Ascent Business, whether such Losses
relate to events, occurrences or circumstances occurring or existing, or whether
such Losses are asserted, before, on or after the Distribution Date.

      (b) All  Losses  arising  out of or based  upon any  untrue  statement  or
alleged  untrue  statement of material  fact or omission or alleged  omission to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading,  with respect to all information  relating to
any  Ascent  Entity  provided  by an Ascent  Entity  which is  contained  in the
Information Statement or any report under the Exchange Act filed with the SEC by
COMSAT or any Ascent Entity; provided,  however, that such indemnification shall
not apply to any Losses to the extent such Losses arise out of or are based upon
any  statement  or omission  or alleged  statement  or omission  relating to any
COMSAT Entity which was supplied for inclusion by any COMSAT Entity.

      (c) All Losses resulting from a final adjudication of litigation initiated
by persons  acting in their  capacity as a shareholder or creditor of Ascent and
arising out of the transactions contemplated by this Agreement,  except for such
Losses which have been expressly assumed by COMSAT hereunder; provided, that, it
is agreed and  understood  by the parties  hereto that the  foregoing is neither
intended,  nor shall be construed to place with any Ascent  Entity the burden of
any Loss of, or to provide from any Ascent  Entity any  indemnification  to, any
COMSAT Entity arising from any claim of breach of fiduciary  duty of COMSAT,  as
the controlling shareholder of Ascent, in respect of such transactions.

      (d) All Losses  relating to any Contingent  Liability  allocated to Ascent
pursuant to Section 3.01 and Appendix A of this Agreement.

      (e) All Losses  incurred  by any  COMSAT  Entity as a result of a material
breach of this Agreement by Ascent.

Anything in this  Section  3.07.02 to the  contrary  notwithstanding,  no Ascent
Entity shall have any  liability to any COMSAT  Entity in respect of any Tax (as
such term is defined in the Tax Disaffiliation  Agreement),  except as otherwise
expressly provided in this Agreement or in the Tax Disaffiliation Agreement.

      3.07.03 Limitations on Indemnification  Obligations.  The amount which any
party (an "Indemnifying  Party") is or may be required to pay to any other party
(an  "Indemnitee")  pursuant  to Section  3.07.01  or  3.07.02  shall be reduced
(including,  without  limitation,  retroactively)  by any Insurance  Proceeds or
other  amounts  actually  recovered  by or on  behalf  of  such  Indemnitee,  in
reduction of the related Loss. If an Indemnitee  shall have received payment (an
"Indemnity  Payment")  required by this Agreement from an Indemnifying  Party in
respect of any Loss and shall  subsequently  actually receive Insurance Proceeds
or other amounts in respect of such Loss, then such Indemnitee shall pay to such
Indemnifying Party a sum equal to the amount of such Insurance Proceeds or other
amounts  actually  received  (up  to but  not in  excess  of the  amount  of any
indemnity  payment made hereunder).  An insurer who would otherwise be obligated
to pay any claim  shall  not be  relieved  of the  responsibility  with  respect
thereto, or, solely by virtue of the indemnification provisions hereof, have any
subrogation  rights with respect  thereto,  it being  expressly  understood  and
agreed no insurer or any other third  party  shall be  entitled to a  "windfall"
(i.e.,  a benefit  they would not be  entitled  to receive in the absence of the
indemnification provisions) by virtue of the indemnification provisions hereof.

     3.07.04 Procedures for  Indemnification  of Third Party Claims.  Procedures
for Indemnification of Third Party Claims shall be as follows:

      (a) If an  Indemnitee  shall  receive  notice  or  otherwise  learn of the
assertion by a person (including,  without limitation,  any governmental entity)
who is not a party to this  Agreement  (or an  Affiliate  of either  party) of a
claim or of the  commencement  by any such person of any Action (a "Third  Party
Claim") with respect to which an Indemnifying  Party may be obligated to provide
indemnification  pursuant to Section  3.07.01,  3.07.02 or any other  Section of
this  Agreement,  such  Indemnitee  shall give such  Indemnifying  Party written
notice thereof promptly after becoming aware of such Third Party Claim; provided
that the failure of any  Indemnitee  to give notice as provided in this  Section
3.07.04(a)  shall  not  relieve  the  Indemnifying   Party  of  its  obligations
hereunder,  except  to the  extent  that  such  Indemnifying  Party is  actually
prejudiced by such failure to give notice.  Such notice shall describe the Third
Party Claim in reasonable detail.

      (b) An  Indemnifying  Party  may  elect to  defend or to seek to settle or
compromise,  at such  Indemnifying  Party's own  expense  and such  Indemnifying
Party's own counsel,  any Third Party Claim,  as provided  hereafter.  Within 30
days after  receipt of notice from an  Indemnitee  in  accordance  with  Section
3.07.04(a) (or sooner, if the nature of such Third Party Claim so requires), the
Indemnifying  Party shall  notify the  Indemnitee  of its  election  whether the
Indemnifying  Party will assume  responsibility  for defending  such Third Party
Claim.  After notice from an Indemnifying Party to an Indemnitee of its election
to assume the defense of a Third Party Claim, such Indemnifying  Party shall not
be liable to such  Indemnitee  under  this  Section  3.07 for any legal or other
expenses  (except  expenses  approved  in  advance  by the  Indemnifying  Party)
subsequently incurred by such Indemnitee in connection with the defense thereof;
provided  that if the  defendants  with  respect to any such Third  Party  Claim
include  both the  Indemnifying  Party  and one or more  Indemnitees  and in any
Indemnitee's  reasonable  judgment a conflict of interest between one or more of
such  Indemnitees and such  Indemnifying  Party exists in respect of such claim,
such  Indemnitees  shall have the right to employ separate  counsel to represent
such  Indemnitees  and in that event the  reasonable  fees and  expenses of such
separate counsel (but not more than one separate counsel reasonably satisfactory
to the  Indemnifying  Party)  shall be paid by such  Indemnifying  Party.  If an
Indemnifying  Party elects not to assume  responsibility  for  defending a Third
Party  Claim,  or fails to notify an  Indemnitee  of its election as provided in
this Section 3.07.04(b), such Indemnitee may defend or, subject to the remainder
of this Section 3.07.04(b),  seek to compromise or settle such Third Party Claim
without  prejudice  to such  Indemnitee's  rights,  if any,  to continue to seek
indemnification   hereunder.   Notwithstanding   the   foregoing,   neither   an
Indemnifying Party nor an Indemnitee may settle or compromise any claim over the
objection  of the  other;  provided,  however,  that  consent to  settlement  or
compromise   shall  not  be  unreasonably   withheld  or  delayed.   Neither  an
Indemnifying  Party nor an Indemnitee  shall consent to entry of any judgment or
enter into any  settlement of any Third Party Claim which does not include as an
unconditional  term  thereof  the  giving by a  claimant  or  plaintiff  to such
Indemnitee,  in the case of a consent or settlement by an Indemnifying Party, or
to the  Indemnifying  Party,  in the  case  of a  consent  or  settlement  by an
Indemnitee,  of a written  release  from all  liability in respect to such Third
Party Claim.

      (c) If an Indemnifying Party chooses to defend or to seek to compromise or
settle any Third Party  Claim,  the  related  Indemnitee  shall make  reasonably
available to such  Indemnifying  Party any  personnel  or any books,  records or
other documents within its control or which it otherwise has the ability to make
available  that are necessary or  appropriate  for such  defense,  settlement or
compromise  of  such  Third  Party  Claims,  subject  to  the  establishment  of
reasonably appropriate confidentiality arrangements and arrangements to preserve
any applicable privilege  (including,  the attorney-client  privilege) and shall
cooperate in such defense,  compromise or settlement.  If an Indemnifying  Party
chooses to defend or to seek to compromise or settle any Third Party Claim,  the
related  Indemnitee  shall be  entitled  to attend and  participate  in any such
proceeding, discussion or negotiation at its own expense.

      (d) Notwithstanding anything else in this Section 3.07.04 to the contrary,
if an  Indemnifying  Party  notifies the related  Indemnitee  in writing of such
Indemnifying  Party's  desire to settle or compromise a Third Party Claim on the
basis set forth in such notice  (provided  that such  settlement  or  compromise
includes  as an  unconditional  term  thereof  the  giving  by the  claimant  or
plaintiff of a written  release of the Indemnitee  from all liability in respect
thereof  and  does  not  include  any  non-monetary  remedy)  and  provides  the
Indemnitee a copy of a written proposal of the applicable  claimant to settle on
such terms, and the Indemnitee  shall notify the  Indemnifying  Party in writing
that such Indemnitee declines to accept any such settlement or compromise,  such
Indemnitee  may  continue  to  contest  such  Third  Party  Claim,  free  of any
participation by such Indemnifying  Party, at such Indemnitee's sole expense. In
such event,  the obligation of such  Indemnifying  Party to such Indemnitee with
respect to such Third Party  Claim shall be equal to (i) the costs and  expenses
of such  Indemnitee  prior to the date such  Indemnifying  Party  notifies  such
Indemnitee  of the offer to settle or  compromise  (to the extent such costs and
expenses are otherwise indemnifiable  hereunder) plus (ii) the lesser of (A) the
amount of any offer of settlement or compromise  which such Indemnitee  declined
to accept and (B) the actual  out-of-pocket  amount such Indemnitee is obligated
to pay  subsequent to such date as a result of such  Indemnitee's  continuing to
defend such Third Party Claim (including attorneys fees and expenses).

      (e) Any claim on account  of a Loss  which  does not  result  from a Third
Party Claim shall be asserted by written  notice given by the  Indemnitee to the
related  Indemnifying  Party. Such Indemnifying  Party shall have a period of 30
days after the receipt of such notice within which to respond  thereto.  If such
Indemnifying Party does not respond within such 30-day period, such Indemnifying
Party shall be deemed to have refused to accept  responsibility to make payment.
If such Indemnifying Party does not respond within such 30-day period or rejects
such  claim in whole  or in part,  such  Indemnitee  shall  follow  the  dispute
resolution procedures set forth in Section 3.10.

      (f) In addition to any adjustments  required  pursuant to Section 3.07.03,
if the amount of any Loss shall, at any time subsequent to the payment  required
by this Agreement, be reduced by recovery,  settlement or otherwise,  the amount
of such reduction,  less any expenses  incurred in connection  therewith,  shall
promptly be repaid by the Indemnitee to the Indemnifying Party.

      (g) In the event of payment by an Indemnifying  Party to any Indemnitee in
connection  with  any  Third  Party  Claim,  such  Indemnifying  Party  shall be
subrogated  to and shall stand in the place and the place of such  Indemnitee as
to any events or  circumstances in respect of which such Indemnitee may have any
right or claim  relating  to such Third  Party  Claim  against  any  claimant or
plaintiff  asserting  such Third Party Claim or against any other  person.  Such
Indemnitee shall cooperate with such Indemnifying  Party in a reasonable manner,
and at the cost and  expense of such  Indemnifying  Party,  in  prosecuting  any
subrogated right or claim.

      (h) If any indemnity  payment required to be made hereunder is denominated
in a currency  other than United States  dollars,  such payment shall be made in
United States dollars and the amount thereof shall be computed using the foreign
exchange  rate for such  currency  determined  as of the date that notice of the
claim with  respect to which such  indemnity  payment is made or given by, or on
behalf of, the Indemnitee to the Indemnifying Party.

      3.07.05 Remedies  Cumulative.  The remedies  provided in this Section 3.07
shall be cumulative  and shall not preclude  assertion by any  Indemnitee of any
other  rights  or  the  seeking  of any  and  all  other  remedies  against  any
Indemnifying Party.

      3.07.06  Survival of  Indemnities.  The  obligations of each of COMSAT and
Ascent under this Section 3.07 shall survive the sale or other transfer by it of
any  assets or  businesses  or the  assignment  by it of any  liabilities,  with
respect  to any  Loss  of the  other  related  to  such  assets,  businesses  or
liabilities.
Appendix D

                                     to the

                             DISTRIBUTION AGREEMENT

                                     between

                               COMSAT Corporation

                                       and

                        Ascent Entertainment Group, Inc.
Appendix D

     3.09.01  Trademarks  and Service  Marks of the Ascent  Entities.  After the
Distribution Date, the following  Trademarks and Service Marks shall be the sole
property of the Ascent Entities.

      1.    "ASCENT"  -- U.S.  Trademark  Application  Serial  No.  75/067,785
            in the name of Ascent Entertainment Group, Inc.

      2.    "ASCENT  and  Design"  --  U.S.   Trademark   Application  Serial
            No. 75/067,784 in the name of Ascent Entertainment Group, Inc.

      3.    "ASCENT  ENTERTAINMENT"  --  U.S.  Trademark  Application  Serial
            No. 75/027,908 in the name of Ascent Entertainment Group, Inc.

      4.    "SKY  SPORTS" -- U.S.  Trademark  Application  Serial  No.
            75/006,595
            in the name of COMSAT Entertainment Group, Inc.

      5.    "A and Design" -- U.S.  Trademark  Application  Serial No.
            74/709,738
            in the name of COMSAT Video Enterprises, Inc.

      6.    "A and Design" -- U.S.  Trademark  Application  Serial No.
            74/709,499 in the name of COMSAT Video Enterprises, Inc.

      7.    "COLORADO   AVALANCHE"  --  U.S.  Trademark   Application  Serial
            No.74/709,500 in the name of COMSAT Video Enterprises, Inc.

      8.    "COLORADO   AVALANCHE  and  Design"  --  U.S.  Trademark
            Application Serial No. 74/709,736 in the name of COMSAT Video
            Enterprises, Inc.

      9.    "COLORADO   AVALANCHE"  --  U.S.  Trademark   Application  Serial
            No.74/709,496 in the name of COMSAT Video Enterprises, Inc.

      10.   "AVALANCHE" -- U.S.  Trademark  Application  Serial No.  74/692,389
            in the name of COMSAT Video Enterprises, Inc.

      11.   "AVALANCHE" -- U.S.  Trademark  Application  Serial No.  74/691,969
            in the name of COMSAT Video Enterprises, Inc.

      12.   "SATELLITE   CINEMA"  --  U.S.   Trademark   Application   Serial
            No. 74/181,597,  Registration  No.  1,684,682  issued on April 28,
            1992 in the name of COMSAT Video Enterprises, Inc.

      13.   "SATELLITE   CINEMA"  --  U.S.   Trademark   Application   Serial
            No. 73/480,346,  Registration  No.  1,347,015  issued on July 2,
            1985, now in the name of COMSAT Video Enterprises, Inc.

      14.   "VIDEONOW"  -- U.S.  Trademark  Application  Serial No.  75/061,905
            in
            the name of On Command Video Corporation.

      15.   "OCV  and   Design"   --  U.S.   Trademark   Application   Serial
            No.75/060,999 in the name of On Command Video Corporation.

      16.   "OCV" -- U.S.  Trademark  Application  Serial  No.  75/060,997  in
            the name of On Command Video Corporation.

      17.   "ON  COMMAND  VIDEO"  --  U.S.   Trademark   Application   Serial
            No. 75/060,998 in the name of On Command Video Corporation.

      18.   "ON  COMMAND  VIDEO"  --  U.S.   Trademark   Application   Serial
            No.73/827,699,  Registration  No. 1,597,838 issued on May 22, 1990
            in the name of On Command Video Corporation.

      19.   "BEACON  and  Design"  --  U.S.   Trademark   Application  Serial
            No.74/300,741,  Registration  No.  1,792,994 issued on September
            14, 1993 in the name of Beacon Communication.

      20.   "BEACON  and  Design"  --  U.S.   Trademark   Application  Serial
            No.74/294,962,  Registration  No.  1,856,194 issued on September
            27, 1994 in the name of Beacon Communication.

      21.   "BEACON  and  Design"  --  U.S.   Trademark   Application  Serial
            No.73/614,001,  Registration  No. 1,475,873 issued on February 9,
            1988 in the name of Beacon Communication.

      3.09.02  Trademarks  and  Service  Marks of the Ascent  Entities.  After
the Distribution  Date,  the following  Trademarks and Service Marks shall be
the sole property of the COMSAT Entities.

--------------------------------------------------------------------------------
       MARK          APPL. #    FILING DATE REGIS. NO.  REGIS. DATE   STATUS
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ACCUSHAPE          324,550         08/20/81  1,218,974   12/07/82   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ACP                75/168,563      09/19/96                           Pending
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Bringing You the   74/425,369      08/17/93  1,891,364   04/25/95   Registered
World and Beyond
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CAVP               75/183,177      10/11/96                           Pending
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
C-LINK             74/057,137      05/08/90  1,631,104   01/08/91   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMSAT             242,564         04/04/66   828,366    05/02/67   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMSAT             25,455          03/18/80  1,200,243   07/06/82   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMSAT             74/684,901      06/06/95  1,974,971   05/21/96   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMSAT             74/114,514      11/13/90  1,666,705   12/03/91   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMSAT             74/514,234      04/19/94  1,964,981   04/02/96   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMSAT & design    247,010         06/01/66   840,195    12/05/67   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMSAT STAR                        07/15/96                           Pending
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMSTAR            117,025         02/23/77  1,095,461   07/04/78   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
COMTEX             74/114,513      11/13/90  1,666,107   11/26/97   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CRUISE CALLING     765,469         11/25/88  1,553,272   08/22/89   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CRUISE CALLING &   73/766,455      11/30/88  1,553,273   08/22/89   Registered
design
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CRUISEPHONE        73/765,484      11/25/88  1,603,461   06/26/90   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Design of Globe    244,803         05/03/66   833,818    08/15/67   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Design of Globe    74/118,787      11/28/90  1,670,224   12/31/91   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
DIAL 1 FIRST       75/168,906      09/19/96                           Pending
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
DIAL COMSAT FIRST  75/230,583      01/24/97                           Pending
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
DIALAIR            74/056,655      05/07/90  1,676,403   02/18/92   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
DIGISAT            75/182,654      10/11/96                           Pending
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
DIGISAT (Old)      81,318          03/24/76  1,049,215   09/28/76   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FLIGHTNEWS         74/097,509      09/17/90  1,732,239   11/10/92   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
FUTURE IS NOW                      07/15/96                           Pending
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
MARICOPY           74/115,082      11/13/90  1,661,962   10/22/91   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
MARIFACTS          74/070,547      06/19/90  1,650,748   07/16/91   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
MARIPRESS          74/070,549      06/19/90  1,648,362   06/18/91   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
OFFICE IN THE SKY  74/005,881      11/29/89  1,644,106   05/07/91   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ONE PLANET. NO     75/204,007      11/18/96                           Pending
BOUNDARIES.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PLANET 1           74/736,381      09/25/95                           Pending
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PLANET ONE         74/736,288      09/01/95                           Pending
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PLANET 1           75/067,949      03/05/96                           Pending
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
RSi Design                                    871,199    06/17/69   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
RSi w/Design                                  871,200    06/17/69   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SATCOM             370,017         06/16/82  1,369,833   11/12/85   Registered
TECHNOLOGIES
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SEAMAIL            765,483         11/25/88  1,555,117   09/05/89   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SEAPHONE           765,468         11/25/88  1,633,752   02/05/91   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SURE TRACK         74/187,032      07/22/91                           Pending
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TEXTEL             74/114,510      11/13/90  1,666,106   11/26/91   Registered
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
TERRASAT           75/134,989      07/16/96                           Pending
--------------------------------------------------------------------------------
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WE BRING YOU THE   74/316,521      09/23/92  1,885,506   03/21/95   Registered
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                                        17
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                                                                   EXHIBIT 10(b)

                          TAX DISAFFILIATION AGREEMENT

      THIS TAX DISAFFILIATION  AGREEMENT,  dated as of June 3, 1997, is made and
entered  into  by  and  between  COMSAT  Corporation,  a  District  of  Columbia
corporation  ("COMSAT"),  and  Ascent  Entertainment  Group,  Inc.,  a  Delaware
corporation  ("Ascent"),  and supersedes the Tax Sharing  Agreement  dated as of
December  18,  1995  by  and  between   COMSAT  and  Ascent  (the  "Tax  Sharing
Agreement"),  as of the date  specified  in and  subject  to the  conditions  of
Article XII hereof.

                                    RECITALS

      WHEREAS, COMSAT is the common parent corporation of an affiliated group of
corporations  within the meaning of Section 1504(a) of the Internal Revenue Code
of 1986,  as amended  (the  "Code"),  and Ascent is a member of such  affiliated
group; and

      WHEREAS,  the  affiliated  group of which COMSAT is the common  parent and
Ascent is a member files a consolidated  Federal  income tax return  pursuant to
Code Section 1501; and

      WHEREAS,   the  parties  hereto   contemplate  that  COMSAT  will  make  a
distribution (the "Distribution") with respect to its common stock of all of the
common stock of Ascent held by COMSAT  pursuant to the  Distribution  Agreement,
dated as of the date hereof, by and between COMSAT and Ascent (the "Distribution
Agreement"); and

      WHEREAS,  COMSAT  and  Ascent  desire to  provide  for the  allocation  of
liabilities,  procedures  to be  followed,  and other  matters  with  respect to
certain taxes in the event the Distribution takes place.

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

                                    ARTICLE I

                                   DEFINITIONS

      1.  "Adjustment"  shall mean the deemed  increase  or  decrease  in a Tax,
determined  on  an  issue-by-issue  or   transaction-by-transaction   basis,  as
appropriate, and using the assumptions set forth in the next sentence, resulting
from an adjustment  made or proposed by a Taxing  Authority  with respect to any
amount reflected or required to be reflected on any Return relating to such Tax.
For  purpose of  determining  such deemed  increase  or  decrease in a Tax,  the
following  assumptions  will be used:  (a) in the case of any  Income  Tax,  the
highest  marginal  Tax  rate or,  in the  case of any  other  Tax,  the  highest
applicable  Tax rate,  in each case in effect  with  respect to that Tax for the
Taxable  period or any  portion of the  Taxable  period to which the  adjustment
relates;  and (b) such determination shall be made without regard to whether any
actual increase or decrease in such Tax will in fact be realized with respect to
the Return to which such adjustment relates.

      2.  "Affiliate"  shall mean, with respect to any Person,  any partnership,
joint venture,  corporation,  limited liability company,  trust,  unincorporated
association,  or other entity  directly or indirectly  controlling or controlled
by, or under direct or indirect common control with, such Person.

      3. "After-Tax Basis" in reference to an Article VI Indemnity Payment shall
mean an amount that,  after (i)  subtraction of the aggregate  additional  Taxes
incurred  or to be  incurred by the party  receiving  the  Article VI  Indemnity
Payment as a result of the receipt of such payment and (ii)  addition of the tax
benefit to the party  receiving  the Article VI Indemnity  Payment on account of
the Adjustment to which such Article VI Indemnity  Payment relates,  is equal to
the amount of the correlative  Adjustment.  "After-Tax Basis" in reference to an
Article VI Benefit Payment shall mean an amount that,  after (i) addition of the
aggregate  additional  Taxes  incurred or to be incurred by the party making the
Article  VI Benefit  Payment on account of the Ascent Tax  Benefit or the COMSAT
Tax  Benefit  to  which  such  Article  VI  Benefit  Payment  relates  and  (ii)
subtraction  of the tax  benefit  to the party  making  the  Article  VI Benefit
Payment as a result of the making of such payment, is equal to the amount of the
correlative Ascent Tax Benefit or COMSAT Tax Benefit. For purpose of determining
such  additional  taxes  incurred or to be incurred  and such tax  benefit,  the
following  assumptions  will be used:  (a) in the case of any  Income  Tax,  the
highest  marginal  Tax  rate or,  in the  case of any  other  Tax,  the  highest
applicable  Tax rate,  in each case in effect  with  respect to that Tax for the
Taxable  period or any  portion of the  Taxable  period to which the  Article VI
Indemnity  Payment  or  Article  VI  Benefit  Payment  relates;   and  (b)  such
determination  shall be made  without  regard to whether  any actual  additional
taxes or tax  benefit  will in fact be  realized  with  respect to the Return to
which such payment relates.

      4.    "Agreement" shall mean this Tax Disaffiliation Agreement, including
any schedules, exhibits and appendices attached hereto.

      5. "Article VI Benefit  Payment" shall mean a payment made under section 2
of Article VI hereof that is a payment  with respect to an Ascent Tax Benefit or
a COMSAT Tax Benefit.

      6. "Article VI Indemnity  Payment" shall mean a payment made under section
2 of Article VI hereof that is an  indemnity  payment  with respect to an Ascent
Tax Adjustment or a COMSAT Tax Adjustment.

      7. "Ascent  Consolidated  Group" shall mean, for any taxable year prior to
the Distribution,  the affiliated group of corporations of which Ascent would be
the common parent for consolidated  Federal income tax return filing purposes if
it were  not a  subsidiary  of  COMSAT,  and,  as of the  Distribution  Date and
thereafter,  the affiliated  group of  corporations  of which Ascent will be the
common parent for consolidated  Federal income tax return filing  purposes,  and
any other  corporations that are or become members of such affiliated group. If,
subsequent  to the  Distribution,  Ascent  ceases to be the common  parent of an
affiliated  group,  "Ascent  Consolidated  Group" shall refer to the  affiliated
group of which  Ascent or a  successor  is a member or, in the event that Ascent
ceases to be either the common parent or a member of any  affiliated  group,  to
Ascent or a  successor.  To the extent  required  to carry out the intent of any
provision of this Agreement, "Ascent Consolidated Group" shall also refer to any
corporation that, subsequent to the Distribution, leaves the affiliated group of
which Ascent is the common parent or otherwise a member.

      8. "Ascent Tax Adjustment"  shall mean, with respect to any Taxable period
or portion of a Taxable period, and as computed  separately with respect to each
Tax, the net increase in each such Tax equal to the sum of all Adjustments  made
pursuant to a Final  Determination  with  respect to each such Tax for each such
Taxable  period or  portion of a Taxable  period  that are  attributable  to the
Ascent Consolidated Group;  provided,  however, that any Adjustment comprising a
Restructuring  Adjustment  shall not be considered in determining  the amount of
any Ascent Tax Adjustment.

      9. "Ascent Tax Benefit" shall mean,  with respect to any Taxable period or
portion of a Taxable  period,  and as computed  separately  with respect to each
Tax, the net decrease in each such Tax equal to the sum of all Adjustments  made
pursuant to a Final  Determination  with  respect to each such Tax for each such
Taxable  period or  portion of a Taxable  period  that are  attributable  to the
Ascent Consolidated Group;  provided,  however, that any Adjustment comprising a
Restructuring  Adjustment  shall not be considered in determining  the amount of
any Ascent Tax Benefit.

      10.  "Base  Rate,"  with  respect to any  Person,  shall mean the  highest
marginal  interest  rate  paid  by that  Person  on  such  Person's  outstanding
indebtedness  for borrowed  money in effect from time to time, or, if the Person
does not have indebtedness for borrowed money, ten percent per annum.

      11.   "Code" shall have the meaning set forth in the Recitals to this
Agreement.

      12.   "Combined Consolidated Group" shall mean for any taxable year the
affiliated group of corporations comprised of the COMSAT Consolidated Group and
the Ascent Consolidated Group.

      13.   "Combined Consolidated Return" shall mean a consolidated Federal
income tax return filed for the Combined Consolidated Group.

      14.  "COMSAT  Consolidated  Group"  shall  mean for any  taxable  year the
affiliated  group of corporations of which COMSAT is the common parent,  and any
other  corporations  which become members of the affiliated group, but excluding
members of the Ascent  Consolidated  Group. If,  subsequent to the Distribution,
COMSAT  ceases  to  be  the  common  parent  of  an  affiliated  group,  "COMSAT
Consolidated  Group"  shall refer to the  affiliated  group of which COMSAT or a
successor  is a member  or, in the event  that  COMSAT  ceases to be either  the
common parent or a member of any consolidated group, to COMSAT or a successor.

      15. "COMSAT Tax Adjustment" shall mean, with respect to any Taxable period
or portion of a Taxable period, and as computed  separately with respect to each
Tax, the net increase in each such Tax equal to the sum of all Adjustments  made
pursuant to a Final  Determination  with  respect to each such Tax for each such
Taxable  period or  portion of a Taxable  period  that are  attributable  to the
COMSAT Consolidated Group;  provided,  however, that any Adjustment comprising a
Restructuring  Adjustment  shall not be considered in determining  the amount of
any COMSAT Tax Adjustment.

      16. "COMSAT Tax Benefit" shall mean, with respect to any Taxable period or
portion of a Taxable  period,  and as computed  separately  with respect to each
Tax, the net decrease in each such Tax equal to the sum of all Adjustments  made
pursuant to a Final  Determination  with  respect to each such Tax for each such
Taxable  period or  portion of a Taxable  period  that are  attributable  to the
COMSAT Consolidated Group;  provided,  however, that any Adjustment comprising a
Restructuring  Adjustment  shall not be considered in determining  the amount of
any COMSAT Tax Benefit.

      17. "Controlling Party" shall mean the member of the Combined Consolidated
Group,  that filed, or, if a Return was not filed, was required pursuant to this
Agreement  to file a  Return  that is the  subject  of any Tax  Contest,  or any
successor and/or assign of any of the foregoing.

      18.   "Distribution" shall have the meaning set forth in the Recitals to
this Agreement.

      19.   "Distribution Agreement" shall have the meaning set forth in the
Recitals to this Agreement.

      20.   "Distribution Date" shall mean the date the Distribution becomes
effective pursuant to the Distribution Agreement.

      21.   "Federal Income Taxes" and "Federal Income Tax Liability" shall mean
the taxes imposed by sections 11, 55, 59A, and 1201(a) of the Code, or any
successor provisions to such sections and any other income-based U.S. Federal
taxes which are hereinafter imposed upon corporations.

      22. "Final Determination" shall mean the final resolution of liability for
any Tax for a Taxable  period,  (i) by IRS Form 870 or 870-AD (or any  successor
forms  thereto),  on the  date  of  acceptance  by or on  behalf  of the  Taxing
Authority, or by a comparable form under the laws of other jurisdictions; except
that a Form 870 or 870-AD or comparable form that reserves (whether by its terms
or by  operation  of law) the right of the  taxpayer  to file a claim for refund
and/or the right of the Taxing  Authority to assert a further  deficiency  shall
not constitute a Final Determination:  (ii) by a decision,  judgment, decree, or
other order by a court of  competent  jurisdiction,  which has become  final and
unappealable; (iii) by a closing agreement or accepted offer in compromise under
Section  7121 or 7122 of the  Code (or any  successor  provisions  thereto),  or
comparable  agreements  under  the  laws  of  other  jurisdictions;  (iv) by any
allowance  of a refund or credit in respect of an  overpayment  of tax, but only
after the  expiration  of all periods  during which such refund may be recovered
(including by way of offset) by the Taxing Authority;  or (v) by any other final
disposition,  including by reason of the expiration of the applicable statute of
limitations or by mutual agreement of the parties.

      23.   "Group" shall mean the COMSAT Consolidated Group or the Ascent
Consolidated Group.

      24.   "Income Taxes" shall mean Federal Income Taxes and other Taxes that
are imposed on or measured by net income and not gross receipts or sales.

      25.   "Indemnified Party" shall have the meaning set forth Article VIII,
section 1 of this Agreement.

      26.   "Indemnifying Party" shall have the meaning set forth in Article
VIII, section 1 of this Agreement.

      27. "Interested Party" shall mean COMSAT or any other member of the COMSAT
Consolidated  Group,  or Ascent or any other  member of the Ascent  Consolidated
Group  (including any successor  and/or assign of any of each of the foregoing),
as the case may be, to the extent (a) such Person is not the  Controlling  Party
with  respect to a Tax  Contest;  and (b) such  Person (i) may be liable for, or
required to make, any indemnity payment, reimbursement or other payment pursuant
to the provisions of this  Agreement  with respect to such Tax Contest;  or (ii)
may be entitled to receive any indemnity payment, reimbursement or other payment
pursuant to the  provisions of this  Agreement with respect to such Tax Contest;
provided,  however,  that in no  event  shall a  member  of  either  the  COMSAT
Consolidated Group or the Ascent  Consolidated  Group, as the case may be, be an
Interested  Party in a Tax Contest in which  another  member of its Group is the
Controlling Party with respect to the Tax Contest.

      28.   "IRS" shall mean the Internal Revenue Service.

      29.  "Person"  shall  mean  an  individual,  partnership,  joint  venture,
corporation,  limited liability company, trust, unincorporated association,  any
other entity, or a government or any department or agency or other unit thereof.

      30.   "Post-Affiliation Year" shall have the meaning set forth in Article
III, section 3.

      31.   "Regulations" or "Treas. Reg." shall mean the final or temporary
U.S. Treasury regulations in effect from time to time.

      32.  "Restructuring  Adjustment"  shall mean,  with respect to any Taxable
period or portion of a Taxable period,  and as computed  separately with respect
to each Tax,  the net increase or decrease in each such Tax, as the case may be,
equal to the sum of all Adjustments made pursuant to a Final  Determination with
respect to each such Tax for each Taxable  period or portion of a Taxable period
that are attributable to, or as a result of, the Distribution.

      33. "Return" shall mean any return,  report,  form or similar statement or
document (including,  without limitation,  any related or supporting information
or schedule  attached  thereto  and any  information  return,  claim for refund,
amended return and declaration of estimated tax) that has been or is required to
be filed  with any  Taxing  Authority  or that  has  been or is  required  to be
furnished  to  any  Taxing  Authority  in  connection  with  the  determination,
assessment  or  collection  of any  Taxes  or the  administration  of any  laws,
regulations or administrative requirements relating to any Taxes.

      34.  "Straddle  Period"  shall  mean any  Taxable  period of the  Combined
Consolidated Group (or any member thereof) that includes but does not end on the
Distribution  Date,  other than a Taxable Period that begins on the Distribution
Date.

      35. "Tax" (and, with  correlative  meanings,  "Taxes" and "Taxable") shall
mean, without  limitation,  and as determined on a  jurisdiction-by-jurisdiction
basis,  each  foreign  or  U.S.  federal,  state,  local  or  municipal  income,
alternative or add-on minimum, gross receipts, sales, use, ad valorem, transfer,
franchise,   profits,  license,   withholding,   payroll,  employment,   excise,
severance,  stamp,  occupation,  premium,  property  or any other  tax,  custom,
tariff, impost, levy, duty, government fee or other like assessment or charge of
any kind whatsoever,  together with any interest or penalty,  addition to tax or
additional amount related thereto, imposed by any Taxing Authority.

      36.  "Taxing  Authority"  shall mean any  government  or any  subdivision,
agency,  commission or authority thereof, or any  quasi-governmental  or private
body having jurisdiction over the assessment, determination, collection or other
imposition of Taxes.

      37. "Tax Contest" shall mean, without limitation,  any audit, examination,
claim, suit, action or other proceeding relating to Taxes in which an Adjustment
to Taxes may be  proposed,  collected  or  assessed  and in  respect of which an
indemnity payment,  reimbursement,  other payment,  or entitlement to receive or
retain tax benefits may be sought under or arises pursuant to this Agreement.

      38.   "Tax Sharing Agreement" shall have the meaning set forth in the
Recitals to this Agreement.

                                   ARTICLE II

                                     RETURNS

      1.  COMSAT  shall  have  the  sole and  exclusive  responsibility  for the
preparation and filing of the consolidated U.S. Federal income tax return of the
Combined  Consolidated  Group,  including  any  amended  returns  and any  other
returns, documents, or statements required to be filed with the IRS with respect
to the  determination  of the  Federal  Income  Tax  Liability  of the  Combined
Consolidated  Group.  All  returns  shall be filed by COMSAT on a timely  basis,
taking into account extensions of the due date for the filing of such returns.
      2. The  Ascent  Consolidated  Group  shall  continue  to join in  filing a
consolidated  Federal income tax return with the COMSAT  Consolidated  Group for
all such taxable years for which the Ascent Consolidated Group is eligible to do
so under  the Code and the  Regulations,  unless  COMSAT  shall  request  and be
granted  permission  to  discontinue  filing  on a  consolidated  basis or shall
otherwise  properly elect not to file on a consolidated  basis in any particular
case.

      3. COMSAT shall make all Federal income tax payments,  including estimated
payments,  with respect to consolidated tax returns of the Combined Consolidated
Group, and COMSAT shall have the right to exercise all powers of a common parent
with  respect  to filing the  consolidated  Federal  income  tax  returns as are
conferred on it by the Regulations.

      4. COMSAT shall be the sole and exclusive agent of the Ascent Consolidated
Group and any member of such group in any and all  matters  relating to the U.S.
Federal  Income  Tax  Liability  of the  Combined  Consolidated  Group  for  all
consolidated  return years.  After  consultation with Ascent with respect to all
Returns in which Ascent  joins,  COMSAT shall,  inter alia,  have the right with
respect to any Federal  consolidated returns which it files (a) to determine (i)
the manner in which such returns shall be prepared and filed, including, without
limitation,  the manner in which any item of income,  gain,  loss,  deduction or
credit  shall be  reported,  (ii)  whether any  extensions  of the due dates for
filing of such  returns or of the  applicable  statutes  of  limitations  may be
requested  and  (iii)  the  elections  that  will be made by any  member  of the
Combined  Consolidated Group, (b) to file and prosecute any claim for refund and
(c) to determine whether any refunds,  to which the Combined  Consolidated Group
may be  entitled,  shall be paid by way of refund or  credited  against  the tax
liability of the Combined Consolidated Group. Ascent hereby irrevocably appoints
COMSAT as its agent and  attorney-in-fact  to take such  action  (including  the
execution of documents) as COMSAT may deem appropriate to effect the foregoing.

      5.    COMSAT shall, in its sole discretion, determine whether it is
appropriate to make any elections pursuant to Treas. Reg. ss.ss. 1.1502-76(b)(2)
(ii)or (iii).  Ascent and each member of the Ascent Consolidated Group shall
file with their Returns all statements required to effectuate any such election.

      6. (a) Subject to section 4 of this Article II, COMSAT shall, on behalf of
the Combined  Consolidated  Group (or any member  thereof),  prepare and file or
cause to be prepared  and filed all Returns of the Combined  Consolidated  Group
(or any member  thereof) (i) with respect to any Taxable  period ending prior to
January  1, 1997,  and (ii) with  respect  to Income  Taxes for (x) any  Taxable
period  beginning  after  December  31,  1996,  and  ending  on  or  before  the
Distribution  Date and (y) any Straddle Period.  Subject to Article III, Article
V, and Article VI hereof,  COMSAT  shall pay or cause to be paid all Taxes shown
to be due and payable on such Returns.

            (b) COMSAT shall  prepare and file or cause to be prepared and filed
all Returns of the COMSAT  Consolidated  Group (or any member  thereof)  for any
Taxable  period  beginning  on or after the  Distribution  Date and shall pay or
cause  to be  paid  all  Taxes  shown  to be  due  and  payable  by  the  COMSAT
Consolidated Group (or any member thereof) on such Returns. Ascent shall prepare
and  file  or  cause  to be  prepared  and  filed  all  Returns  of  the  Ascent
Consolidated  Group (or any member  thereof)  (i) with  respect  to any  Taxable
period  beginning  after  December 31, 1996,  other than Returns with respect to
Income Taxes for (x) any Taxable period  beginning  after December 31, 1996, and
ending on or before the Distribution Date and (y) any Straddle Period,  and (ii)
for any Taxable period  beginning on or after the  Distribution  Date, and shall
pay or cause to be paid all  Taxes  shown to be due and  payable  by the  Ascent
Consolidated Group (or any member thereof) on such Returns.

            (c) All Taxes  other than the Taxes  discussed  in  Article  III and
Article V hereof  shall be paid by the entity that  incurs  such  Taxes.  In the
event  COMSAT  has paid any such  Taxes  as  agent  for a member  of the  Ascent
Consolidated Group, such member shall reimburse COMSAT therefor.

                                   ARTICLE III

                 CALCULATION AND PAYMENT OF TAX SHARING PAYMENTS

      1.    For each taxable year for which COMSAT files a Combined Consolidated
Return, Federal Income Tax Liability shall be allocated among the members of the
Combined Consolidated Group in the same manner as the applicable methods in
effect under Treas. Reg. ss. 1.1552-1 for such year, provided that the Combined
Consolidated Group shall in any event be treated as having elected the
percentage method under Treas. Reg. ss. 1.1502-33(d)(3), utilizing a fixed
percentage of 100 percent.

      2. a. Prior to March 15  following  each taxable year for which a Combined
Consolidated  Return is filed,  COMSAT may prepare a preliminary tax calculation
("Preliminary  Tax  Calculation")  for such  taxable  year.  Ascent shall pay to
COMSAT by such March 15 the amount,  if any, of the Federal Income Tax Liability
(allocated  as  provided  in  Section  1 of  this  Article  III)  of the  Ascent
Consolidated Group determined pursuant to the Preliminary Tax Calculation.

            b.  Within 10 days after the date on which a  Combined  Consolidated
Return for the taxable  year is filed,  Ascent shall make a payment to COMSAT in
an amount  equal to the  amount,  if any,  by which  the  Federal  Income  Taxes
actually  paid by COMSAT with  respect to such taxable year (which may be zero),
but not  including  any  amount  received  by COMSAT  from  Ascent  pursuant  to
paragraph  (a) of this  Section 2,  exceed  the  Federal  Income  Tax  Liability
allocated to members of the COMSAT  Consolidated  Group under  Section 1 of this
Article  (which  may be a  negative  amount).  No  interest  shall be payable in
respect of any amount payable to COMSAT pursuant to the preceding sentence.

            c.  Within 10 days after the date on which a  Combined  Consolidated
Return for the taxable  year is filed,  COMSAT shall make a payment to Ascent in
an amount equal to the amount,  if any, by which the amounts (which may be zero)
actually  paid by Ascent to COMSAT  pursuant to paragraph  (a) of this Section 2
exceed the  Federal  Income  Tax  Liability  allocated  to members of the Ascent
Consolidated  Group  under  Section 1 of this  Article  (which may be a negative
amount). No interest shall be payable in respect of any amount payable to Ascent
pursuant to the preceding sentence.

            d. It is the intention of the parties hereto that the interpretation
of paragraphs  (b) and (c) of this section 2 of Article III be  consistent  with
the results reflected in their previous  computations made and course of dealing
under  paragraphs  (b) and (c) of  section 2 of Article  III of the Tax  Sharing
Agreement as heretofore in effect.

            e. COMSAT shall furnish to Ascent the  Preliminary  Tax  Calculation
(if any) no later  than 10 days  prior  to  March 15 of the year  following  the
taxable year, and shall furnish to Ascent the allocation of tax liability  under
Section 1 of this Article no later than 10 days before the Combined Consolidated
Return for the taxable year is filed.

            f. The  provisions  of this  section 2 shall  not  apply to  Returns
governed by section 6(b) of Article II hereof.

      3. If, for any taxable year  beginning on or after the  Distribution  Date
("Post-Affiliation  Year"),  a member  of the  Ascent  Consolidated  Group (or a
successor to such member) incurs net operating losses that could be carried back
to a Combined  Consolidated Return, the common parent of the affiliated group of
which  such  member of the Ascent  Consolidated  Group (or a  successor  to such
member)  is a  member  for  such  Post-Affiliation  Year  shall  timely  make an
irrevocable  election  pursuant  to  Treas.  Reg.  ss.  1.1502-21T(b)(3)(i)  (or
successor  regulation) to relinquish the entire carryback period with respect to
such net  operating  losses.  Regardless  of whether  the  common  parent of the
affiliated  group of which such member (or its  successor)  is a member for such
Post-Affiliation Year timely makes such irrevocable election,  COMSAT shall have
no payment  obligation in respect of any such net operating  losses  incurred by
such member of the Ascent Consolidated Group in any Post-Affiliation Year.
      4. If, in any Post-Affiliation Year, a net capital loss, excess tax credit
or any  other tax  attribute  of a member of the  Ascent  Consolidated  Group is
carried back and actually  utilized in a Combined  Consolidated  Return,  COMSAT
shall pay such member an amount equal to the actual  reduction in tax  resulting
from the  utilization  of such tax  attribute;  provided  however,  that if such
utilization is subsequently  displaced by other tax attributes,  a recomputation
shall be made and such  member  shall  repay to COMSAT any amount  necessary  to
reflect  the  actual   utilization   of  such  tax  attribute   following   such
displacement.  Any  payments  made under this Section 4 shall  reflect  interest
under  Article IV to the extent that  interest  is actually  paid to or received
from the  Internal  Revenue  Service  with  respect to the  utilization  of such
attribute.

      5. Subsequent to the Distribution,  a payment shall be made between COMSAT
and Ascent to reflect the difference,  if any, between the amount of alternative
minimum  tax credit  allocated  to any member of the Ascent  Consolidated  Group
under Prop.  Treas.  Reg. ss.  1.1502-55(h)(6)  or successor  provisions and the
allocable  amount  of  alternative  minimum  tax  paid by such  member  (and not
subsequently credited against regular tax) as reflected in the prior sections of
this  Article III.  Such  payment  shall be made no later than 10 days after the
filing of the Combined  Consolidated  Return for the taxable year that  includes
the Distribution Date.

                                   ARTICLE IV

                                    INTEREST

      1. Interest required to be paid by or to Ascent pursuant to this Agreement
shall,  unless  otherwise  specified,  be computed at the rate and in the manner
provided in the Code for interest on  underpayments  (including  large corporate
underpayments, if applicable) and overpayments,  respectively, of Federal income
tax for the relevant period.

      2. Any  interest  charge  required to be paid by or to Ascent  pursuant to
this  Agreement  with respect to any state or local income tax or franchise  tax
return  shall be computed  at the rate and in the manner as  provided  under the
applicable state or local statute for interest on underpayments and overpayments
of such tax for the relevant period.

                                    ARTICLE V

                               STATE & LOCAL TAXES

      The principles  expressed with respect to the Combined  Consolidated Group
Federal  income tax matters  throughout  this Agreement  (including  Article II,
Article  VI, and Article X) shall apply with equal force and effect to state and
local income and franchise  Tax matters to the extent such Taxes are  determined
on a combined or  consolidated  basis,  including the  preparation and filing of
state and local income tax and franchise tax Returns required to be filed by the
Combined Consolidated Group.

                                   ARTICLE VI

                                 INDEMNIFICATION

      1.    (a)   COMSAT hereby agrees to indemnify and hold each member of the
Ascent Consolidated Group harmless with respect to any Federal Income Tax
Liability of the Combined Consolidated Group where such liability arises solely
by reason of the member being severally liable for any taxes of the COMSAT
Consolidated Group pursuant to Treas. Reg. ss. 1.1502-6.

            (b) Ascent  hereby  agrees to indemnify  and hold each member of the
COMSAT  Consolidated  Group  harmless  with  respect to any  Federal  Income Tax
Liability of the Combined  Consolidated Group where such liability arises solely
by reason of the  member  being  severally  liable  for any taxes of the  Ascent
Consolidated Group pursuant to Treas. Reg. ss. 1.1502-6.

            (c) Ascent  hereby  agrees to indemnify  and hold each member of the
COMSAT  Consolidated  Group  harmless from and against any and all  liabilities,
claims and expenses  resulting  from any action or failure to act on the part of
Ascent or any member of the Ascent  Consolidated  Group that is in contravention
of the provisions of this Agreement.

            (d) COMSAT  hereby  agrees to indemnify  and hold each member of the
Ascent  Consolidated  Group  harmless from and against any and all  liabilities,
claims and expenses  resulting  from any action or failure to act on the part of
COMSAT or any member of the COMSAT  Consolidated  Group that is in contravention
of the provisions of this Agreement.

      2. (a) (i) Except as provided in  paragraph  (ii) of this  section 2(a) of
Article VI, Ascent shall be liable for, and shall  indemnify and hold  harmless,
as  appropriate,  any member of the COMSAT  Consolidated  Group on an  After-Tax
Basis  against  any and all Ascent Tax  Adjustments  for any  Taxable  period or
portion  of a  Taxable  period  ending  or  deemed  to  end  on  or  before  the
Distribution  Date,  in each  case with  respect  to any  Return  of the  Ascent
Consolidated  Group (or any member thereof),  the COMSAT  Consolidated Group (or
any member thereof) or the Combined  Consolidated Group (or any member thereof).
Except as  provided  in section 3 of Article  III,  Ascent  shall be entitled to
receive on an  After-Tax  Basis the amount of any  Ascent Tax  Benefits  for any
Taxable  period or  portion  of a Taxable  period  ending or deemed to end on or
before  the  Distribution  Date  with  respect  to  any  Return  of  the  Ascent
Consolidated  Group (or any member thereof),  the COMSAT  Consolidated Group (or
any member thereof) or the Combined Consolidated Group (or any member thereof).

                  (ii) Ascent shall not be required to indemnify  COMSAT for any
penalty or  addition to tax in the nature of a penalty  (but shall  nevertheless
indemnify COMSAT for tax and interest as otherwise provided herein) imposed with
respect to an item in a return that was  prepared by COMSAT,  unless  Ascent (x)
provided  COMSAT with erroneous or incomplete  information  that resulted in the
imposition of such penalty,  or (y) was consulted with respect to, or allowed to
review  prior to filing,  the  treatment  of such item in the return and did not
expressly  request  COMSAT to alter the treatment of the item giving rise to the
penalty in a manner that would have caused such penalty not to be imposed.

            (b) (i) COMSAT  shall be liable for,  and shall  indemnify  and hold
harmless,  as  appropriate,  any member of the Ascent  Consolidated  Group on an
After-Tax  Basis  against  any and all COMSAT Tax  Adjustments  for any  Taxable
period or portion of a Taxable  period  ending or deemed to end on or before the
Distribution  Date,  in each  case with  respect  to any  Return  of the  Ascent
Consolidated  Group (or any member thereof),  the COMSAT  Consolidated Group (or
any member thereof) or the Combined  Consolidated Group (or any member thereof).
COMSAT  shall be  entitled  to receive on an  After-Tax  Basis the amount of any
COMSAT Tax Benefits for any Taxable period or portion of a Taxable period ending
or deemed to end on or before the  Distribution  Date with respect to any Return
of  the  Ascent   Consolidated  Group  (or  any  member  thereof),   the  COMSAT
Consolidated  Group (or any member thereof) or the Combined  Consolidated  Group
(or any member thereof).

                  (ii) COMSAT shall be liable for, and shall  indemnify and hold
harmless,  as  appropriate,  any member of the Ascent  Consolidated  Group on an
After-Tax  Basis  against  any  penalty  or  addition  to tax in the nature of a
penalty imposed with respect to an item in a return that was prepared by COMSAT,
unless Ascent (x) provided COMSAT with erroneous or incomplete  information that
resulted in the  imposition of such penalty,  or (y) was consulted  with respect
to, or allowed  to review  prior to filing,  the  treatment  of such item in the
return and did not expressly  request  COMSAT to alter the treatment of the item
giving rise to the  penalty in a manner that would have caused such  penalty not
to be imposed.

      3.    (a)  The indemnification provisions of this Agreement shall
supplement the indemnification provisions of the Distribution Agreement.  In
particular, the Distribution Agreement provides for indemnification with respect
to any Restructuring Adjustment.
      (b) To the  extent  there  is any  conflict  between  the  indemnification
provisions  of  this  Agreement  and  the  indemnification   provisions  of  the
Distribution  Agreement,  the  indemnification  provisions  of the  Distribution
Agreement shall control.

                                   ARTICLE VII

                                  TAX CONTESTS

      1. The Controlling  Party shall promptly notify all Interested  Parties of
(a) the  commencement  of any Tax  Contest  pursuant  to which  such  Interested
Parties may be required  to make or  entitled to receive an  indemnity  payment,
reimbursement  or  other  payment  under  this  Agreement;  and  (b)  any  Final
Determination  made with  respect  to any Tax  Contest  pursuant  to which  such
Interested  Parties may be required to make or entitled to receive any indemnity
payment,  reimbursement or other payment under this Agreement.  The failure of a
Controlling  Party to promptly  notify any Interested  Party as specified in the
preceding  sentence shall not relieve any such Interested Party of any liability
and/or  obligation  which  it may  have  to the  Controlling  Party  under  this
Agreement.

      2. The  Controlling  Party  shall  have the  right to  contest,  litigate,
compromise and settle any Adjustment  that is made or proposed in a Tax Contest;
provided, however, that the prior written consent of each Interested Party shall
be required,  which consent may not be  unreasonably  withheld.  The Controlling
Party  shall  permit  each  Interested  Party and the  counsel  of its choice to
participate  in any such  contest,  litigation,  compromise or settlement of any
Adjustment in a Tax Contest. All costs, including legal and accounting expenses,
of any Tax Contest are to be borne by the party incurring such costs.

                                  ARTICLE VIII

                              PROCEDURE AND PAYMENT

      1. Any Person  entitled  to any  indemnification,  reimbursement  or other
payment under this Agreement  with respect to the amount of any Adjustment  that
has become immediately due and payable (the "Indemnified Party") shall notify in
writing the Person  against whom such  indemnification,  reimbursement  or other
payment is sought (the  "Indemnifying  Party") of its right to and the amount of
such indemnification,  reimbursement or other payment;  provided,  however, that
the failure to notify the Indemnifying  Party shall not relieve the Indemnifying
Party from any liability  and/or  obligation which it may have to an Indemnified
Party on account of the provisions contained in this Agreement,  and in no event
shall such failure  relieve the  Indemnifying  Party from any other liability or
obligation  which it may have to such  Indemnified  Party.  Except as  otherwise
provided in this  Agreement,  the  Indemnifying  Party shall make such indemnity
payment,  reimbursement  or other payment to the Indemnified  Party within [ten]
days of the receipt of the written notice specified in the preceding sentence.

      2. Any indemnity  payment,  reimbursement  or other payment required to be
made pursuant to this Agreement by an Indemnifying Party to an Indemnified Party
shall be made by wire  transfer  of  immediately  available  funds to such  bank
and/or  other  account  of the  Indemnified  Party  as from  time  to  time  the
Indemnified Party shall have directed the Indemnifying  Party in writing,  or in
such other manner as the Indemnified Party may direct in writing.

      3. Any indemnity  payment,  reimbursement  or other payment required to be
made by an  Indemnifying  Party pursuant to this Agreement  shall bear interest,
from the date such payment is due under this Agreement  until payment in full is
received by the Indemnified Party, at [a rate per annum equal at all times to 4%
per annum  above the Base Rate then in effect of the  Person  obligated  to make
such payment]. In the event that the rate provided for in the preceding sentence
exceeds the maximum rate allowed by applicable  law, the maximum legal  interest
rate shall apply.

                                   ARTICLE IX

                                   COOPERATION

      1. COMSAT and Ascent  shall  provide each other with such  assistance  and
documents,  without  charge  and in a  timely  fashion,  as  may  be  reasonably
requested by such person in connection  with (i) the  preparation of any Return,
(ii) the conduct of any Tax Contest,  (iii) any matter  relating to Taxes of any
shareholder  of COMSAT,  or (iv) any other  matter  that is the  subject of this
Agreement.  Such assistance shall include,  without  limitation:  (i) the prompt
provision  of  books,  records,  Returns,  documentation  or  other  information
relating to any relevant Return;  (ii) the execution of any document that may be
necessary or reasonably  helpful in connection with the filing of any Return, or
in connection with any Tax Contest, including, without limitation, the execution
of powers of attorney and extensions of applicable statutes of limitations;  and
(iii)  the  use  of  reasonable  efforts  to  obtain  any  documentation  from a
governmental  authority  or a third party that may be  necessary  or  reasonably
helpful in connection  with the  foregoing.  Each party shall make its employees
and  facilities  available on a mutually  convenient  basis to  facilitate  such
cooperation.

      2.  COMSAT and each other  member of the COMSAT  Consolidated  Group,  and
Ascent and each other member of the Ascent  Consolidated  Group, shall retain or
cause to be retained all Returns,  schedules  and  workpapers,  and all material
records or other documents relating thereto, until the expiration of the statute
of limitations (including any waivers or extensions thereof) with respect to the
Taxable  periods to which such Returns and other  documents  relate or until the
expiration of any  additional  period that either COMSAT or Ascent,  as the case
may  be,  may  reasonably  request  in  writing  with  respect  to  specifically
designated material records or documents. If COMSAT or Ascent intends to destroy
any material and relevant records or documents, it shall provide the other party
with  advance  notice and the  opportunity  to copy or take  possession  of such
records or  documents.  The parties  hereto will notify each other in writing of
any waivers or  extensions of the  applicable  statute of  limitations  that may
affect the period for which the foregoing records or documents must be retained.

                                    ARTICLE X

                               PARTNERSHIPS, ETC.

      In the case of any partnership, limited liability company, or other Person
that is not treated as a corporation under the Code and for that reason is not a
member of the COMSAT Consolidated Group or the Ascent Consolidated Group:

      1.  Responsibility  for filing the  Returns  and  payment of Taxes of such
Person under Articles II, III, and V of this Agreement shall be determined as if
such Person were a corporation.

      2. Such Person shall, for other purposes of this Agreement,  be treated as
a member of the Combined  Consolidated  Group, the COMSAT Consolidated Group, or
the Ascent Consolidated  Group, as appropriate,  if it would be so treated if it
were a corporation.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

      1.  COMSAT and Ascent  agree that any  information  furnished  one another
pursuant to this Agreement is  confidential  and,  except as, and to the extent,
required  during the course of an audit or litigation  or otherwise  required by
law, shall not be disclosed to another person or entity.

      2. This  Agreement  shall be binding  upon and inure to the benefit of any
successor to any of the parties, by merger,  acquisition of assets or otherwise,
to the  same  extent  as if the  successor  had been an  original  party to this
Agreement.

      3. This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of Maryland  without  giving  effect to  conflicts  of law
principles thereof.

      4. Each of the  parties  hereto  shall cause to be  performed,  and hereby
guarantees the performance of, all actions, agreements and obligations set forth
herein to be performed by any Affiliate of such party;  provided,  however, that
for purposes of the  foregoing,  no Person shall be considered an Affiliate of a
party if such Person is a member of another party's Group.

      5. This Agreement may be amended from time to time by agreement in writing
executed by all the parties  hereto or all of the  parties  then bound  thereby.
This  Agreement  constitutes  the entire  agreement  with respect to the subject
matter  hereof and  supersedes  all prior written and oral  understandings  with
respect thereto.

      6. Any notice,  request or other communication required or permitted under
this Agreement shall be in writing and shall be sufficiently given if personally
delivered or if sent by facsimile or by  registered or certified  mail,  postage
prepaid, addressed as follows:

            COMSAT:

            COMSAT Corporation
            6560 Rock Spring Drive
            Bethesda, Maryland  20817
            Attention:  Allen E. Flower
                        Vice President and Chief Financial Officer
            Telecopy No.:  (301) 214-7131

            With a copy (which shall not constitute notice) to:

            Warren Y. Zeger
            Vice President, General Counsel and Secretary
            COMSAT Corporation
            6560 Rock Spring Drive
            Bethesda, Maryland  20817
            Telecopy No.:  (301) 214-7128

and

            Ascent:

            Ascent Entertainment Group, Inc.
            One Tabor Center, Suite 2800
            1200 17th Street
            Denver, Colorado  80202
            Attention:  James A. Cronin, III
                        Chief Operating Officer
                        and Executive Vice President, Finance
            Telecopy No.: (303) 595-0823

            With a copy (which shall not constitute notice) to:

            Arthur M. Aaron
            Vice President, Business and Legal Affairs and Secretary
            Ascent Entertainment Group, Inc.
            One Tabor Center, Suite 2800
            1200 17th Street
            Denver, Colorado  80202
            Telecopy No.:  (303) 595-0127

or to such other  address  as either  party may have  furnished  to the other in
writing in accordance with this Section 7.

      7. In case any one or more of the  provisions  contained in this Agreement
should be invalid, illegal or unenforceable, the enforceability of the remaining
provisions  hereof shall not in any way be affected or impaired  thereby.  It is
hereby  stipulated  and  declared to be the  intention  of the parties that they
would have executed the remaining terms, provisions,  covenants and restrictions
hereof without including any terms, provisions,  covenants and restrictions that
may hereafter be declared invalid, void or unenforceable.  In the event that any
such term,  provision,  covenant or restriction is hereafter held to be invalid,
void or  unenforceable,  the parties  hereto  agree to use their best efforts to
find and employ an alternate means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction.

      8.  Neither the  failure nor any delay on the part of any party  hereto to
exercise any right under this Agreement shall operate as a waiver  thereof,  nor
shall any single or partial  exercise of any right preclude any other or further
exercise of the same or any other right,  nor shall any waiver of any right with
respect to any occurrence be construed as a waiver of such right with respect to
any other occurrence.

      9. This  Agreement  is  solely  for the  benefit  of the  parties  to this
Agreement  and their  respective  Affiliates  and should not be deemed to confer
upon third parties any remedy, claim, liability,  reimbursement, claim of action
or other right in excess of those existing without this Agreement.

      10. This  Agreement  may be executed in any number of  counterparts,  each
such  counterpart  being  deemed to be an original  instrument,  and all of such
counterparts shall together constitute one and the same instrument.  The section
numbers and  captions  herein are for  convenience  of  reference  only,  do not
constitute  part of this Agreement and shall not be deemed to limit or otherwise
affect any of the provisions hereof.

      11.  Nothing in this  Agreement is intended to change or otherwise  affect
any  previous tax  election  made by or on behalf of the  Combined  Consolidated
Group  (including  the election with respect to the  calculation of earnings and
profits under Code Section 1552 and the regulations thereunder).

      12.  Subject to the  provisions  hereof,  the parties  hereto  shall make,
execute,  acknowledge and deliver such other instruments and documents, and take
all such other actions, as may be reasonably required in order to effectuate the
purposes of this  Agreement  and to  consummate  the  transactions  contemplated
hereby.  Subject to the provisions hereof,  each party shall, in connection with
entering into this Agreement,  performing its  obligations  hereunder and taking
any  and  all  actions  relating  hereto,   comply  with  all  applicable  laws,
regulations,  orders and decrees, obtain all required consents and approvals and
make all required  filings with any  governmental  agency,  other  regulatory or
administrative agency,  commission or similar authority and promptly provide the
other party with all such  information as it may reasonably  request in order to
be able to comply with the provisions of this sentence.

      13.   Any ambiguities shall be resolved without regard to which party
drafted the Agreement.

                                   ARTICLE XII

                                 EFFECTIVE DATE

      1. This Agreement shall become effective as of the Distribution  Date, and
shall not become effective if the Distribution does not take place. In the event
the Distribution  does not take place, the Tax Sharing  Agreement shall continue
with the same force and effect it would have had if this  Agreement had not been
entered into.

      2. If the Distribution takes place, this Agreement shall supersede the Tax
Sharing Agreement.  This Agreement shall terminate and be of no further force or
effect  only upon the  expiration  of all  applicable  statutes  of  limitations
relating to Taxes that are the subject of a reimbursement,  indemnification,  or
other payment obligation hereunder;  provided, however, that the confidentiality
provisions of Article XI, section 1 shall survive indefinitely.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed by their authorized representatives.

                                    COMSAT CORPORATION

                                    By:  /s/ Allen E. Flower
                                    Allen E. Flower
                                    Vice President and Chief Financial Officer

                                    ASCENT ENTERTAINMENT GROUP, INC.

                                    By:  /s/ James A. Cronin, III
                                    James A. Cronin, III
                                    Chief Operating Officer
                                    and Executive Vice President, Finance

1388397
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                                                                      EXHIBIT 20
ASCENT

                         ASCENT SPIN-OFF SET FOR JUNE 27

For Immediate Release:
Friday, June 13, 1997

Contact:    Paul Jacobson
            Ascent Entertainment
            (303) 626-7060

Denver, Co. - Ascent Entertainment Group, Inc.  (NASDAQ:GOAL)  President and CEO
Charlie  Lyons said today Ascent  wholeheartedly  supports the  announcement  by
COMSAT  Corporation  (NYSE:CQ)  that it will  complete the spin-off of its 80.67
percent ownership interest in Ascent to COMSAT shareholders on June 27, 1997.

"We strongly  endorse this action," said Lyons.  "The spin-off will allow Ascent
to operate as a separate Colorado-based media and entertainment company pursuing
a strategy of distribution,  content creation and exclusive franchise management
that  is  a  time-tested   formula  for  building   shareholder   value  in  the
entertainment  industry. As a management team, we will now work hard to see that
the spin-off is executed  properly.  There's no doubt that Ascent and COMSAT are
different companies in different  industries,  It's better for both if they each
go their separate ways."

COMSAT's  Board of  Directors  yesterday  declared a special  dividend to COMSAT
shareholders  and  established  June  19,  1997  as  the  record  date  for  the
distribution.  The distribution of Ascent stock will be made on a pro-rata basis
with COMSAT shareholders receiving  approximately one-half share of Ascent stock
for each share of COMSAT stock held on the record  date.  COMSAT owns 24 million
of Ascent's 29.8 million shares.

Ascent Entertainment Group's principal business is providing video entertainment
and information through its majority-owned On Command Corporation (NASDAQ:ONCO).
Ascent owns and operates additional entertainment-related  businesses, including
the NHL Colorado  Avalanche,  NBA Denver  Nuggets and Beacon  Communications,  a
motion picture and television production company.

                                    # # #

For a menu of Ascent  Entertainment  Group's news  releases  available by fax 24
hours (no charge) or to retrieve a specific release, please call 1-800-758-5804,
ext. 152850, or access the address http://www.prnewswire.com on the internet.